Gates Industrial Reports Record Second-Quarter 2018 Results, Raises Guidance

DENVER, Aug. 1, 2018 /PRNewswire/ --

Second-Quarter 2018 Highlights

    --  Net sales up 13.8% year-over-year to $875.1 million, a quarterly record.
    --  Net income attributable to shareholders of $85.6 million, or $0.29 per
        diluted share, compared to prior-year quarter net income attributable to
        shareholders of $0.5 million, or $0.00 per diluted share.
    --  Adjusted Net Income of $112.1 million, or $0.38 per diluted share.
    --  Record quarterly Adjusted EBITDA of $204.9 million and Adjusted EBITDA
        margin of 23.4%.
    --  Increasing full-year 2018 guidance.

Gates Industrial Corporation plc (NYSE:GTES), a leading global provider of application-specific fluid power and power transmission solutions, today reported results for the second quarter ended June 30, 2018.

Ivo Jurek, Gates Industrial's Chief Executive Officer, commented, "Our solid execution provided another quarter of record results, as we observed top line growth driven by strong demand across our industrial end markets globally, coupled with significant strength in emerging markets, notably China. In addition to sales growth, our manufacturing performance also contributed to our record quarterly Adjusted EBITDA. We have exciting opportunities across both our Power Transmission and Fluid Power segments, and have continued to invest in our growth initiatives. We are pleased with the progress the global Gates team has achieved to date and have increased our full-year expectations for both net sales growth and Adjusted EBITDA."

Jurek added, "We are excited by what we believe are significant growth opportunities within our core markets. We remain committed to executing our growth strategies to capitalize on these opportunities, while continuing to deleverage the business."

Second-Quarter Financial Results

Second-quarter net sales of $875.1 million increased 13.8% over the prior-year quarter net sales of $769.1 million, including 6.7% core revenue growth, which includes increased volumes across both segments as the Company continued to experience strong demand in industrial end markets. Regionally, emerging markets contributed to the strong growth rate, particularly China. Net sales in the quarter also benefited 4.9% from our recent acquisitions and 2.1% from foreign currency effects.

Net income attributable to shareholders in the second quarter was $85.6 million, or $0.29 per diluted share, compared to $0.5 million, or $0.00 per diluted share, in the prior year period. Adjusted Net Income, which primarily excludes amortization of certain intangibles, transaction-related expenses and foreign currency financing gains and losses, was $112.1 million, or $0.38 per diluted share, compared to $64.8 million, or $0.26 per diluted share, in the prior-year period. The diluted weighted average number of shares outstanding in the second quarter of 2018 was 297,385,570 compared to 251,589,550 in the second quarter of 2017.

Second-quarter Adjusted EBITDA was $204.9 million, or 23.4% of sales, compared to $179.0 million, or 23.3% of sales in the prior-year quarter. Excluding acquisitions, the impact of which was not in the prior-year quarter, Adjusted EBITDA margin expanded by approximately 60 basis points to 23.9% in the second quarter.

Power Transmission Segment Results


                      Three months ended
                      ------------------

    (USD in millions)    June 30, 2018            July 1, 2017        % Change           % Core Change
                         -------------            ------------        --------           -------------

    Net sales                              $549.6              $510.8              +7.6%               +5.0%
    ---------                              ------              ------               ----                 ----

    Adjusted EBITDA                        $133.3              $120.4             +10.7%
    ---------------                        ------              ------              -----

    Adjusted EBITDA
     margin                                 24.3%              23.6%           +70 bps
    ---------------                          ----                ----            -------

    Depreciation &
     amortization (1)                       $15.2               $14.5              +4.8%
    -----------------                       -----               -----               ----

    Amort. of
     intangibles from
     acq. of Gates                          $19.0               $21.2            (10.4)%
    -----------------                       -----               -----             ------


                       Six months ended
                       ----------------

    (USD in millions)    June 30, 2018            July 1, 2017        % Change           % Core Change
                         -------------            ------------        --------           -------------

    Net sales                            $1,095.6              $996.4             +10.0%               +5.4%
    ---------                            --------              ------              -----                 ----

    Adjusted EBITDA                        $258.6              $227.9             +13.5%
    ---------------                        ------              ------              -----

    Adjusted EBITDA
     margin                                 23.6%              22.9%           +70 bps
    ---------------                          ----                ----            -------

    Depreciation &
     amortization (1)                       $30.7               $28.4              +8.1%
    -----------------                       -----               -----               ----

    Amort. of
     intangibles from
     acq. of Gates                          $38.6               $42.0             (8.1)%
    -----------------                       -----               -----              -----


    (1)              Excludes the amortization of
                     intangible assets arising from
                     the 2014 acquisition of Gates.

Power Transmission net sales increased 7.6% to $549.6 million in the second quarter, which reflects strong core revenue growth of 5.0% and a 2.6% benefit from foreign currency effects. During the quarter, we continued to see increased demand across nearly all of our end markets and geographies. Growth in emerging markets outpaced growth in developed regions, with our highest global growth rates in Brazil and China.

Adjusted EBITDA grew double-digits over the prior-year quarter, while Adjusted EBITDA margin expanded by 70 basis points, attributable to benefits from higher net sales and continued manufacturing productivity improvements.

Fluid Power Segment Results


                      Three months ended
                      ------------------

    (USD in millions)    June 30, 2018          July 1, 2017        % Change            % Core Change
                         -------------          ------------        --------            -------------

    Net sales                            $325.5              $258.3              +26.0%               +10.1%
    ---------                            ------              ------               -----                 -----

    Adjusted EBITDA                       $71.6               $58.6              +22.2%
    ---------------                       -----               -----               -----

    Adjusted EBITDA
     margin                               22.0%              22.7%            -70 bps
    ---------------                        ----                ----             -------

    Adjusted EBITDA
     margin,
     excluding
     acquisitions                         23.2%              22.7%            +50 bps
    ---------------                        ----                ----             -------

    Depreciation &
     amortization (1)                      $9.1                $7.4              +23.0%
    -----------------                      ----                ----               -----

    Amort. of
     intangibles from
     acq. of Gates                        $11.3               $10.7               +5.6%
    -----------------                     -----               -----                ----


                       Six months ended
                       ----------------

    (USD in millions)    June 30, 2018          July 1, 2017        % Change            % Core Change
                         -------------          ------------        --------            -------------

    Net sales                            $631.5              $502.9              +25.6%                +8.7%
    ---------                            ------              ------               -----                  ----

    Adjusted EBITDA                      $130.2              $104.1              +25.1%
    ---------------                      ------              ------               -----

    Adjusted EBITDA
     margin                               20.6%              20.7%            -10 bps
    ---------------                        ----                ----             -------

    Adjusted EBITDA
     margin,
     excluding
     acquisitions                         21.8%              20.7%           +110 bps
    ---------------                        ----                ----            --------

    Depreciation &
     amortization (1)                     $18.0               $14.6              +23.3%
    -----------------                     -----               -----               -----

    Amort. of
     intangibles from
     acq. of Gates                        $22.3               $21.2               +5.2%
    -----------------                     -----               -----                ----


    (1)              Excludes the amortization of
                     intangible assets arising from
                     the 2014 acquisition of Gates.

Fluid Power net sales increased 26.0% to $325.5 million in the second quarter, which reflected core revenue growth of 10.1%, incremental net sales from recent acquisitions of 14.7% and favorable foreign currency effects of 1.2%. Core revenue growth continued to be driven by strong demand in industrial end markets, particularly in mobile hydraulic applications. The Company also saw significant strength in emerging markets during the quarter.

Excluding acquisitions, Adjusted EBITDA margin increased 50 basis points over the prior-year quarter and was favorably impacted by higher net sales and manufacturing productivity improvements.

Liquidity and Capital Resources

During the second quarter of 2018, the Company generated $120.4 million of cash from operations, driven by the strong Adjusted EBITDA performance, offset partially by net outflows from the normal seasonality in working capital. Second-quarter capital expenditures were $53.7 million, the largest portion of which represented investment in new manufacturing capacity in the Fluid Power segment.

As of June 30, 2018, the Company had total cash of $305.2 million and total outstanding debt of $3.0 billion, representing an improved net leverage ratio of 3.7 times Adjusted EBITDA.

2018 Outlook

The Company is increasing its full-year outlook for both net sales growth and Adjusted EBITDA. Total net sales growth is now expected to be in a range of 10.0% to 12.0%, the core revenue growth component of which is expected to be 6.0% to 7.0%. Adjusted EBITDA is now expected to be in the range of $745 million to $765 million, increased from the previous range of $738 million to $758 million. Additionally, the Company now expects total capital expenditures to be approximately $180 million compared to the previous range of $150 million to $170 million, reflecting investment in certain additional organic initiatives.

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 Second Quarter 2018 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 7087698, 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' Annual Report on Form 10-K for the fiscal year ended December 30, 2017, 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; pricing pressures from our customers; continued operation of our manufacturing facilities; our ability to forecast demand or meet significant increases in demand; exchange rate fluctuations; market acceptance of new product introductions and product innovations; our cost-reduction actions; litigation, legal or regulatory proceedings brought against us; enforcement of our intellectual property rights; recalls, product liability claims or product warranties claims; anti-corruption laws and other laws governing our international operations; existing or new laws and regulations that may prohibit, restrict or burden the sale of aftermarket products; our decentralized information technology systems and any interruptions to our computer and IT systems; environmental, health and safety laws and regulations; lives of products used in our end markets as well as the development of replacement markets; our ability to successfully integrate future acquired businesses or assets; our reliance on senior management or key personnel; our ability to maintain and enhance our brand; work stoppages and other labor matters; our investments in joint ventures; liabilities with respect to businesses that we have divested in the past; terrorist acts, conflicts and wars; losses to our facilities, supply chains, distribution systems or information technology systems due to catastrophe or other events; additional cash contributions we may be required to make to our defined benefit pension plans; the loss or financial instability of any significant customer or customers; changes in legislative, regulatory and legal developments involving taxes and other matters; our substantial leverage; and the significant influence of our majority 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)


                                 Three months ended                                     Six months ended

    (USD in millions,
     except per share
     amounts)            June 30, 2018             July 1, 2017               June 30, 2018             July 1, 2017
    -----------------    -------------             ------------               -------------             ------------

    Net sales                             $875.1                                                $769.1                 $1,727.1  $1,499.3

    Cost of sales                517.6                                 450.7                                   1,033.7     894.1
                                 -----                                 -----                                   -------     -----

    Gross profit                 357.5                                 318.4                                     693.4     605.2

    Selling, general and
     administrative
     expenses                    209.8                                 195.6                                     418.4     384.1

    Transaction-related
     costs                         1.3                                   2.1                                       6.0       4.1

    Impairment of
     intangibles and
     other assets                  0.1                                     -                                      0.4         -

    Restructuring
     expense                       2.3                                   4.1                                       2.0       5.9

    Other operating
     expenses (income)             3.1                                 (0.1)                                      7.4         -

    Operating income
     from continuing
     operations                  140.9                                 116.7                                     259.2     211.1

    Interest expense              39.8                                  68.8                                      99.6     124.0

    Other (income)
     expenses                    (3.3)                                 35.1                                      14.1      35.8

    Income from
     continuing
     operations before
     taxes                       104.4                                  12.8                                     145.5      51.3

    Income tax expense            11.5                                   4.5                                      23.2      17.0

    Net income from
     continuing
     operations                   92.9                                   8.3                                     122.3      34.3

    Loss on disposal of
     discontinued
     operations, net of
     tax, respectively,
     of $0, $0, $0 and
     $0                            0.3                                   0.3                                       0.4         -

    Net income                    92.6                                   8.0                                     121.9      34.3

    Non-controlling
     interests                   (7.0)                                (7.5)                                   (12.1)   (15.0)


    Net income
     attributable to
     shareholders                          $85.6                                                  $0.5                   $109.8     $19.3
                                           =====                                                  ====                   ======     =====


    Earnings per share

    Basic

    Earnings per share
     from continuing
     operations                            $0.30                                           $         -                   $0.39     $0.08

    Earnings per share
     from discontinued
     operations                      -                                    -                                        -        -

    Net income per share                   $0.30                                           $         -                   $0.39     $0.08
                                           =====                                         ===       ===                   =====     =====


    Diluted

    Earnings per share
     from continuing
     operations                            $0.29                                           $         -                   $0.38     $0.08

    Earnings per share
     from discontinued
     operations                      -                                    -                                        -        -

    Net income per share                   $0.29                                           $         -                   $0.38     $0.08
                                           =====                                         ===       ===                   =====     =====


                           Gates Industrial Corporation plc

                             Consolidated Balance Sheets

                                     (Unaudited)


    (USD
     in
     millions,
     except
     share
     numbers
     and
     per
     share
     amounts)               As of June 30,                     As of
                                       2018                 December 30,
                                                                 2017
    ---                                                            ----

    Assets

    Current assets

    Cash
     and
     cash
     equivalents                                     $305.2                         $564.4

    Trade
     accounts
     receivable,
     net                              807.9                                 713.8

    Inventories                       502.1                                 457.1

    Taxes
     receivable                         8.9                                  14.1

     Prepaid
     expenses
     and
     other
     assets                            99.5                                  76.8

    Total
     current
     assets                         1,723.6                               1,826.2
                                    -------                               -------

    Non-current assets

     Property,
     plant
     and
     equipment,
     net                              746.9                                 686.2

    Goodwill                        2,087.3                               2,085.5

     Pension
     surplus                           57.3                                  57.7

     Intangible
     assets,
     net                            2,051.4                               2,126.8

    Taxes
     receivable                        34.5                                  32.7

    Other
     non-
     current
     assets                            34.7                                  38.6

    Total
     assets                                        $6,735.7                       $6,853.7
                                                   ========                       ========

    Liabilities and equity

    Current liabilities

    Debt,
     current
     portion                                          $42.0                          $66.4

    Trade
     accounts
     payable                          436.0                                 392.0

    Taxes
     payable                           27.0                                  29.0

     Accrued
     expenses
     and
     other
     current
     liabilities                      193.1                                 210.4

    Total
     current
     liabilities                      698.1                                 697.8
                                      -----                                 -----

    Non-current
     liabilities

    Debt,
     less
     current
     portion                        2,970.4                               3,889.3

    Post-
     retirement
     benefit
     obligations                      155.1                                 157.1

    Taxes
     payable                          106.4                                 100.6

     Deferred
     income
     taxes                            475.3                                 517.1

    Other
     non-
     current
     liabilities                       73.9                                  63.4

    Total
     liabilities                    4,479.2                               5,425.3
                                    -------                               -------

    Shareholders' equity

     -Shares,
     par                     shares:           245,474,605)
     value                   289,756,379
     of                      (December
     $0.01                   30,
     each                    2017:
     -                       authorized
     authorized              shares:
     shares:                 3,000,000,000;
     3,000,000,000;          outstanding
     outstanding                        2.9                                   2.5

    -
     Additional
     paid-
     in
     capital                        2,413.4                               1,622.6

     -Accumulated
     other
     comprehensive
     loss                           (809.2)                              (747.4)

     -Retained
     earnings                         246.7                                 136.9

    Total
     shareholders'
     equity                         1,853.8                               1,014.6

    Non-
     controlling
     interests                        402.7                                 413.8

    Total
     equity                         2,256.5                               1,428.4

    Total
     liabilities
     and
     equity                                        $6,735.7                       $6,853.7
                                                   ========                       ========


                                            Gates Industrial Corporation plc

                                         Consolidated Statements of Cash Flows

                                                      (Unaudited)


                                                              Six months ended

    (USD in millions)                                June 30, 2018             July 1, 2017
    ----------------                                 -------------             ------------

    Cash flows from operating activities

    Net income                                                        $121.9                            $34.3

    Adjustments to reconcile net income to net
     cash provided by operations:

    Depreciation and amortization                            109.6                             106.2

    Non-cash currency transaction
     (gain) loss on net debt and
     hedging instruments                                    (31.6)                             34.1

    Premium paid on redemption of
     long-term debt                                           27.0                                 -

    Other net non-cash financing
     costs                                                    43.5                              31.9

    Share-based compensation
     expense                                                   3.2                               1.7

    Decrease in post-employment
     benefit obligations, net                                (1.9)                            (1.0)

    Deferred income taxes                                   (38.3)                           (28.6)

    Other operating activities                                 1.4                               0.6

    Changes in operating assets and liabilities,
     net of effects of acquisitions:

    -Increase in accounts
     receivable                                            (108.6)                           (83.4)

    -Increase in inventories                                (53.0)                           (34.5)

    -Increase in accounts payable                             48.2                              33.2

    -Increase in prepaid expenses
     and other assets                                        (9.0)                            (2.0)

    -Increase in taxes payable                                 8.6                               5.5

    -Decrease in other liabilities                          (27.1)                           (11.0)

    Net cash provided by
     operations                                               93.9                              87.0
                                                              ----                              ----

    Cash flows from investing activities

    Purchases of property, plant
     and equipment                                         (105.4)                           (32.2)

    Purchases of intangible assets                           (8.8)                            (2.9)

    Net cash paid under corporate-
     owned life insurance policies                           (7.4)                            (7.3)

    Proceeds from the sale of
     property, plant and equipment                               -                              1.5

    Purchase of businesses, net of
     cash acquired                                          (50.9)                           (36.7)

    Other investing activities                               (1.2)                            (0.3)

    Net cash used in investing
     activities                                            (173.7)                           (77.9)
                                                            ------                             -----

    Cash flows from financing activities

    Issue of shares, net of cost
     of issuance                                             799.1                               0.6

    Deferred offering costs                                  (8.1)                                -

    Buy-back of shares                                           -                            (1.4)

    Proceeds from long-term debt                                 -                            644.7

    Payments of long-term debt                             (926.7)                          (663.6)

    Premium paid on redemption of
     long-term debt                                         (27.0)                                -

    Debt issuance costs paid                                     -                           (17.3)

    Dividends paid to non-
     controlling interests                                  (16.2)                            (5.9)

    Other financing activities                                 5.9                               4.2

    Net cash used in financing
     activities                                            (173.0)                           (38.7)

    Effect of exchange rate
     changes on cash and cash
     equivalents and restricted
     cash                                                    (6.4)                             11.9

    Net decrease in cash and cash
     equivalents and restricted
     cash                                                  (259.2)                           (17.7)

    Cash and cash equivalents and
     restricted cash at the
     beginning of the period                                 566.0                             528.8
                                                             -----                             -----

    Cash and cash equivalents and
     restricted cash at the end of
     the period                                                       $306.8                           $511.1
                                                                      ======                           ======

    Supplemental schedule of cash flow
     information

    Interest paid                                                     $101.5                            $96.4

    Income taxes paid, net                                             $53.1                            $41.0

    Non-cash accrued capital
     expenditures                                                       $3.3                             $1.3

    Accrued deferred offering
     costs                                                              $0.5                         $      -

    Dividend declared but not yet
     paid to non-controlling
     interests                                                   $         -                            $1.7

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 attributable to shareholders before certain items that impact comparison of the performance of our business, either period-over-period or with other businesses.

Core revenue growth is a non-GAAP measure that represents net sales for the period excluding the impacts of movements in foreign currency rates and the first-year impacts of acquisitions and disposals. We present core revenue 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 the impact of an acquisition or disposal.

Management uses Free Cash Flow to measure cash generation and liquidity. Free Cash Flow is a non-GAAP measure that represents cash provided by (used in) operations less capital expenditures. Free Cash Flow Conversion is a measure of Free Cash Flow for the preceding twelve months expressed as a percentage of Adjusted Net Income for the same period. We use this metric as a measure of the success of our business in converting Adjusted Net Income into cash.

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)


                                       Three months ended                                Six months ended

    (USD in millions)         June 30, 2018              July 1, 2017               June 30, 2018            July 1, 2017
    ----------------          -------------

    Net income                                   $92.6                                                  $8.0                $121.9   $34.3

    Adjusted for:

    Loss on disposal of
     discontinued operations            0.3                                    0.3                                      0.4       -

    Income tax expense                 11.5                                    4.5                                     23.2    17.0

    Net interest and other
     expenses                          36.5                                  103.9                                    113.7   159.8

    Depreciation and
     amortization                      54.6                                   53.8                                    109.6   106.2

    Transaction-related
     costs (1)                          1.3                                    2.1                                      6.0     4.1

    Impairment of intangibles
     and other assets                   0.1                                      -                                     0.4       -

    Restructuring expense (2)           2.3                                    4.1                                      2.0     5.9

    Share-based compensation            1.6                                    0.9                                      3.2     1.7

    Sponsor fees (included in
     other operating
     expenses) (3)                      2.1                                    1.5                                      4.0     3.0

    Inventory impairments and
     adjustments (included in
     cost of sales)                     1.1                                      -                                     1.1       -

    Other adjustments                   0.9                                  (0.1)                                     3.3       -

    Adjusted EBITDA                             $204.9                                                $179.0                $388.8  $332.0
                                                ======                                                ======                ======  ======


    (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 expense represents
                     costs in relation to specifically
                     defined restructuring projects and
                     includes 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.


                                                                       Gates Industrial Corporation plc

                                               Reconciliation of Net Income Attributable to Shareholders to Adjusted Net Income

                                                                                  (Unaudited)


                                      Three months ended                                    Six months ended

    (USD in millions, except
     share numbers and per
     share amounts)           June 30, 2018              July 1, 2017                 June 30, 2018              July 1, 2017
    ------------------------  -------------              ------------                 -------------              ------------

    Net Income Attributable
     to Shareholders                             $85.6                                                     $0.5                     $109.8   $19.3

    Adjusted for:

    Loss on disposal of
     discontinued operations            0.3                                      0.3                                        0.4           -

    Amortization of
     intangible assets
     arising from the 2014
     acquisition of Gates              30.3                                     31.9                                       60.9        63.2

    Transaction-related
     costs (1)                          1.3                                      2.1                                        6.0         4.1

    Impairment of intangibles
     and other assets                   0.1                                        -                                       0.4           -

    Restructuring expense (2)           2.3                                      4.1                                        2.0         5.9

    Share-based compensation            1.6                                      0.9                                        3.2         1.7

    Sponsor fees (included in
     other operating
     expenses) (3)                      2.1                                      1.5                                        4.0         3.0

    Inventory impairments and
     adjustments (included in
     cost of sales)                     1.1                                        -                                       1.1           -

    Adjustments relating to
     post-retirement
     benefits                           0.6                                      1.7                                        1.6         3.3

    Premium on redemption of
     long-term debt                       -                                       -                                      27.0           -

    Financing-related FX
     (gains) losses (4)               (3.4)                                    34.5                                     (12.8)       34.7

    Other adjustments                 (1.4)                                   (2.5)                                     (1.8)      (4.8)

    Estimated tax effect of
     the above adjustments            (8.4)                                  (10.2)                                    (18.1)     (19.5)

    Adjusted Net Income                         $112.1                                                    $64.8                     $183.7  $110.9
                                                ======                                                    =====                     ======  ======


    Diluted weighted average
     number of shares
     outstanding                297,385,570                              251,589,550                                290,932,380 251,649,610

    Adjusted Net Income per
     diluted share                               $0.38                                                    $0.26                      $0.63   $0.44


    (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 expense represents costs
                     in relation to specifically defined
                     restructuring projects and includes
                     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.

    (4)              Financing-related FX (gains) losses
                     relate primarily to foreign currency
                     remeasurement (gains) losses on the
                     unhedged portion of Gates' Euro-
                     denominated debt, and, in the first
                     three months of 2018, a gain of $5.8
                     million on a currency derivative
                     entered into as part of the
                     redemption of our Euro Senior Notes.


                                      Gates Industrial Corporation plc

                             Reconciliation of Net Sales to Core Revenue Growth

                                                 (Unaudited)


    (USD in
     millions)          Power                 Fluid Power                     Total
                    Transmission
    ---             ------------

    Net sales(1)
     for the three
     months ended
     June 30, 2018                   $549.6                                         $325.5           $875.1

    Impact on net
     sales of
     movements in
     currency rates         13.4                                 3.0                          16.4

    Impact on net
     sales from
     recent
     acquisitions              -                               38.0                          38.0
                             ---                               ----                          ----

    Core revenue
     for the three
     months ended
     June 30, 2018                   $536.2                                         $284.5           $820.7
                                     ------                                         ------           ------


    Net sales for
     the three
     months ended
     July 1, 2017          510.8                               258.3                         769.1

    Increase in net
     sales on a
     core basis
     (core revenue)                   $25.4                                          $26.2            $51.6
                                      =====                                          =====            =====


    Core revenue
     growth (%)            5.0%                              10.1%                         6.7%


    (USD in
     millions)          Power                 Fluid Power                   Total
                    Transmission
    ---             ------------

    Net sales(1)
     for the six
     months ended
     June 30, 2018                 $1,095.6                                         $631.5         $1,727.1

    Impact on net
     sales of
     movements in
     currency rates         45.8                                12.8                          58.6

    Impact on net
     sales of
     acquisitions              -                               72.1                          72.1
                             ---                               ----                          ----

    Core revenue
     for the six
     months ended
     June 30, 2018                 $1,049.8                                         $546.6         $1,596.4
                                   --------                                         ------         --------


    Net sales for
     the six months
     ended July 1,
     2017                  996.4                               502.9                       1,499.3

    Increase in net
     sales on a
     core basis
     (core revenue)                   $53.4                                          $43.7            $97.1
                                      =====                                          =====            =====


    Core revenue
     growth (%)            5.4%                               8.7%                         6.5%


    (1)              Throughout this document the terms
                     "net sales" and "revenue" are used
                     interchangeably in reference to the
                     GAAP measure "net sales."


                                                              Gates Industrial Corporation plc

                                               Reconciliation of Free Cash Flow and Free Cash Flow Conversion

                                                                        (Unaudited)


                               Six months ended                               Twelve months ended

    (USD in millions) June 30, 2018             July 1, 2017               June 30, 2018            July 1, 2017
    ----------------  -------------             ------------               -------------            ------------

    Cash provided by
     operations                         $93.9                                                $87.0                 $326.8  $349.8

    Capital
     expenditures (1)       (114.2)                               (35.1)                                 (190.2) (75.0)


    Free Cash Flow                    $(20.3)                                               $51.9                 $136.6  $274.8
                                       ======                                                =====                 ======  ======


    (1)              Capital expenditures represent
                     purchases of property, plant
                     and equipment and purchases of
                     intangible assets.


                                Twelve months ended

    (USD in millions)   June 30, 2018             July 1, 2017
    ----------------    -------------             ------------

    Free Cash Flow                       $136.6                        $274.8

    Adjusted Net Income         281.7                            207.5
                                -----                            -----

    Free Cash Flow
     Conversion                 48.5%                          132.4%
                                 ====                            =====

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

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SOURCE Gates Industrial Corporation plc