Gates Industrial Reports First-Quarter 2019 Results

DENVER, May 7, 2019 /PRNewswire/ --

First-Quarter 2019 Highlights

    --  Net sales of $804.9 million compared to the prior-year period of $852.0
        million.
    --  Net income attributable to shareholders of $613.7 million, or $2.08 per
        diluted share, compared to prior-year period of $24.2 million, or $0.09
        per diluted share.
    --  Adjusted Net Income of $82.4 million, or $0.28 per diluted share.
    --  First-quarter Adjusted EBITDA of $165.5 million and Adjusted EBITDA
        margin of 20.6%.

Gates Industrial Corporation plc (NYSE:GTES), a leading global provider of application-specific fluid power and power transmission solutions, today reported results for the first quarter ended March 30, 2019.

Ivo Jurek, Gates Industrial's Chief Executive Officer, commented, "The first quarter started weaker than we anticipated as we faced the continuation of challenging market conditions in Europe and China. In addition, despite reasonably stable end user demand for our products, we were impacted by destocking in our replacement channels in Europe and, most notably, North America. The slower conditions impacted our core growth and margins. Operationally, we took actions in the quarter to align our production and inventory levels with the current environment."

Jurek continued, "While we navigate through this more difficult environment, we are moderating our full-year expectations. We expect destocking to persist through the first half of the year and some of the regional market weakness, particularly in Europe, to continue later into the year. We anticipate a return to more typical performance in the second half of the year. We are focused on stepping up productivity actions and have initiated our previously announced footprint optimization initiatives. Despite the near-term challenges, we remain confident in our ability to deliver on our long-term objectives of developing innovative new products, driving organic revenue growth, expanding our profitability and generating significant free cash flow."

First-Quarter Financial Results

First-quarter net sales of $804.9 million were lower compared to the prior-year quarter net sales of $852.0 million, driven primarily by automotive first-fit weakness in China and Europe. The Company also experienced destocking in the replacement channel business, primarily in North America and, to a lesser degree, Europe. Regionally, South America and East Asia & India contributed single-digit growth. Recent acquisitions added 0.7% to net sales during the period, which were offset by a 4.1% negative impact from foreign currency.

Net income attributable to shareholders in the first quarter was $613.7 million, or $2.08 per diluted share, compared to $24.2 million, or $0.09 per diluted share, in the prior-year period. The significant increase was a result of a one-time, non-cash net tax benefit related primarily to the release of certain valuation allowances. Adjusted Net Income, which excludes this one-time net tax benefit as well as amortization of certain intangibles, transaction-related expenses and foreign currency financing gains and losses, was $82.4 million, or $0.28 per diluted share, compared to $71.6 million, or $0.25 per diluted share, in the prior-year period. The diluted weighted average number of shares outstanding in the first quarter of 2019 was 294,661,913, compared to 284,304,449 in the first quarter of 2018.

First-quarter Adjusted EBITDA was $165.5 million, or 20.6% of net sales, compared to $183.9 million, or 21.6% of net sales in the prior-year quarter. The Company maintained a positive price/cost position in the quarter, which was offset by the negative impact of foreign-currency translation and lower volumes.

Power Transmission Segment Results


                                            Three months ended



                          (USD in millions)   March 30, 2019   March 31, 2018             % Change   % Core Change



        Net sales                                       $499.5          $546.0                (8.5%)          (3.7)%

    ---

        Adjusted EBITDA                                 $109.9          $125.3               (12.3%)

    ---

        Adjusted EBITDA
         margin                                          22.0%          22.9%  
     (90 bps)

    ---

        Depreciation &
         amortization (1)                                $16.4           $15.5                 +5.8%

    ---

        Amort. of
         intangibles from
         acq. of Gates                                   $18.4           $19.6                (6.1%)

    ---


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

Power Transmission net sales decreased to $499.5 million in the first quarter, reflecting core revenue decline of 3.7% and a foreign currency headwind of 4.8%. Core revenue growth in industrial end markets was offset by a decline in the Company's automotive business, primarily a result of regional market slowdowns in China and Europe, as well as destocking in the replacement channel.

Adjusted EBITDA declined 12.3% over the prior-year quarter, and Adjusted EBITDA margin dropped by 90 basis points, primarily driven by lower volumes and unfavorable movements in average currency exchange rates.

Fluid Power Segment Results


                                            Three months ended



                          (USD in millions)   March 30, 2019   March 31, 2018              % Change   % Core Change



        Net sales                                       $305.4          $306.0                 (0.2%)           +0.8%

    ---

        Adjusted EBITDA                                  $55.6           $58.6                 (5.1%)

    ---

        Adjusted EBITDA
         margin                                          18.2%          19.2%  
     (100 bps)

    ---

        Adjusted EBITDA
         margin,
         excluding
         acquisitions                                    18.0%          19.2%  
     (120 bps)

    ---

        Depreciation &
         amortization (1)                                $10.0            $8.9                 +12.4%

    ---

        Amort. of
         intangibles from
         acq. of Gates                                   $11.3           $11.0                  +2.7%

    ---


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

Fluid Power net sales were $305.4 million in the first quarter, compared to $306.0 million in the first quarter of 2018. Sales in the first quarter of 2019 reflect incremental core revenue growth of 0.8% and a 1.8% contribution from recent acquisitions, offset by unfavorable foreign currency effects of 2.8%. The core revenue growth was driven by regional double-digit growth in South America and China, as well as strong growth in the General Industrial and Oil & Gas end markets, offset by a decline in the Agriculture end market and the impact of destocking.

Excluding acquisitions, Adjusted EBITDA margin decreased 120 basis points over the prior-year quarter, driven largely by costs associated with ramping up the Company's new manufacturing facilities and increased investment in commercial capabilities.

Liquidity and Capital Resources

During the first quarter of 2019, the Company used $47.7 million of cash from operations. First-quarter capital expenditures decreased by $37.6 million to $22.9 million, driven primarily by the increased level of expenditures in the prior-year period related to our investment in new manufacturing capacity in the Fluid Power segment.

As of March 30, 2019, the Company had total cash of $333.6 million and total outstanding debt of $3.0 billion, representing a net leverage ratio of 3.6 times last twelve months ("LTM") Adjusted EBITDA.

2019 Outlook

The Company is updating its full-year 2019 outlook for core revenue growth, Adjusted EBITDA and capital expenditures. Core revenue growth is now expected to be in the range of 0% to 2%. Adjusted EBITDA is expected to be in the range of $740 million to $760 million and the Company expects total capital expenditures of approximately $140 million. Free cash flow conversion is expected to be greater than 80% of Adjusted Net Income, with net leverage at approximately 3.0 times Adjusted EBITDA at year end, absent M&A activity.

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 First Quarter 2019 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 6838479, 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 more than 120 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 forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include all statements that are not historical facts. In some cases you can identify these 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 described in the section entitled "Item 1A. Risk Factors" of the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2018, as filed with the Securities and Exchange Commission (the "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; insurance coverage of future losses we may incur; lives of products used in our end markets as well as the development of replacement markets; our ability to successfully integrate 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 our periodic filings with the SEC. Investors are urged to consider carefully the disclosure in our filings with the SEC, which are accessible on the SEC's website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in our periodic filings with the SEC. 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


                     (USD in millions,
                      except per share
                      amounts)          March 30, 2019                                             March 31, 2018

    ---                                                                                                       ---

                     Net sales                           $
            
                804.9                                   $
      
        852.0


        Cost of sales                            497.6                                                            516.1



                     Gross profit                307.3                                                            335.9


        Selling, general and
         administrative
         expenses                                200.5                                                            208.6


        Transaction-related
         expenses                                  0.4                                                              4.7


        Impairment of
         intangibles and
         other assets                                -                                                             0.3


        Restructuring
         expenses (income)                         3.3                                                            (0.3)


        Other operating
         expenses                                  2.9                                                              4.3


                     Operating income
                      from continuing
                      operations                 100.2                                                            118.3


        Interest expense                          38.1                                                             59.8


        Other (income)
         expenses                                (3.3)                                                            17.4


                     Income from
                      continuing
                      operations before
                      taxes                       65.4                                                             41.1


        Income tax (benefit)
         expense                               (539.7)                                                            11.7


                     Net income from
                      continuing
                      operations                 605.1                                                             29.4


        Loss on disposal of
         discontinued
         operations, net of
         tax, respectively,
         of $0 and $0                              0.3                                                              0.1


                     Net income                  604.8                                                             29.3


        Less: non-
         controlling
         interests                               (8.9)                                                             5.1


                     Net income
                      attributable to
                      shareholders                       $
            
                613.7                                    $
      
        24.2





                     Earnings per share



       
                Basic


        Earnings per share
         from continuing
         operations                                                  $
              2.12                                         $
      0.09


        Earnings per share
         from discontinued
         operations                                  -


                     Earnings per share                   $
            
                2.12                                    $
      
        0.09






       
                Diluted


        Earnings per share
         from continuing
         operations                                                  $
              2.08                                         $
      0.09


        Earnings per share
         from discontinued
         operations                                  -


                     Earnings per share                   $
            
                2.08                                    $
      
        0.09


                                                   
             
         Gates Industrial Corporation plc

                                                     
             
         Consolidated Balance Sheets

                                                                 
         (Unaudited)




                     (USD in millions,
                      except share numbers
                      and per share
                      amounts)               
             As of                              
              As of
                                               March 30,                                    December 29,
                                                        2019                                           2018

    ---                                                                                                ---


       
                Assets



       
                Current assets


        Cash and cash
         equivalents                                                  $
              333.6                                   $
        423.4


        Trade accounts
         receivable, net                               790.5                                                   742.3



       Inventories                                    559.7                                                   537.6


        Taxes receivable                                26.8                                                     7.2


        Prepaid expenses and
         other assets                                  125.4                                                   104.1


                     Total current assets            1,836.0                                                 1,814.6



                     Non-current assets


        Property, plant and
         equipment, net                                757.2                                                   756.3



       Goodwill                                     2,055.0                                                 2,045.9


        Pension surplus                                 54.4                                                    52.6


        Intangible assets, net                       1,963.0                                                 1,990.6


        Right-of-use assets                            120.9


        Taxes receivable                                27.9                                                    27.9


        Deferred income taxes                          594.5                                                     5.1


        Other non-current
         assets                                         28.9                                                    29.6


                     Total assets                             $
       
                7,437.8                              $
     
         6,722.6



                     Liabilities and equity


                     Current liabilities


        Debt, current portion                                          $
              34.2                                    $
        51.6


        Trade accounts payable                         399.8                                                   424.0


        Taxes payable                                   19.8                                                    19.2


        Accrued expenses and
         other current
         liabilities                                   187.9                                                   184.2


                     Total current
                      liabilities                      641.7                                                   679.0



                     Non-current liabilities


        Debt, less current
         portion                                     2,928.9                                                 2,953.4


        Post-retirement
         benefit obligations                           154.4                                                   155.9


        Lease liabilities                              108.5


        Taxes payable                                  152.7                                                    81.9


        Deferred income taxes                          409.5                                                   439.5


        Other non-current
         liabilities                                    80.0                                                    79.2


                     Total liabilities               4,475.7                                                 4,388.9



                     Shareholders' equity


        -Shares, par value of
         $0.01 each -
         authorized shares:
         3,000,000,000;
         outstanding shares:
         290,043,420 (December
         29, 2018: authorized
         shares:
         3,000,000,000;
         outstanding shares:
         289,847,574)                                    2.9                                                     2.9


        -Additional paid-in
         capital                                     2,420.6                                                 2,416.9


        -Accumulated other
         comprehensive loss                          (840.0)                                                (854.3)


        -Retained earnings                             995.6                                                   381.9


                     Total shareholders'
                      equity                         2,579.1                                                 1,947.4


        Non-controlling
         interests                                     383.0                                                   386.3


                     Total equity                    2,962.1                                                 2,333.7


                     Total liabilities and
                      equity                                  $
       
                7,437.8                              $
     
         6,722.6


                                                            
              
                Gates Industrial Corporation plc

                                                          
             
                Consolidated Statements of Cash Flows

                                                                             
              (Unaudited)




                                                                              
              Three months ended


                     (USD in millions)                        March 30, 2019                                           March 31, 2018

    ---                                                                                                                           ---

                     Cash flows from operating activities



       Net income                                                                          $
              604.8                                       $
       29.3


        Adjustments to reconcile net income to net
         cash used in operations:


        Depreciation and amortization                                   56.1                                                              55.0


        Non-cash currency transaction
         (gain) loss on net debt and
         hedging instruments                                          (13.6)                                                              4.7


        Premium paid on redemption of
         long-term debt                                                    -                                                             27.0


        Other net non-cash financing
         costs                                                          13.1                                                               6.4


        Share-based compensation
         expense                                                         2.6                                                               1.6


        Decrease in post-employment
         benefit obligations, net                                      (2.4)                                                            (1.2)


        Deferred income taxes                                        (624.4)                                                           (11.1)


        Other operating activities                                       2.4                                                               0.8


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


        -Increase in accounts
         receivable                                                   (46.1)                                                           (78.8)


        -Increase in inventories                                      (21.3)                                                           (29.0)


        -(Decrease) increase in
         accounts payable                                             (25.8)                                                             23.3


        -Increase in prepaid expenses
         and other assets                                             (12.4)                                                            (1.3)


        -Increase (decrease) in taxes
         payable                                                        51.7                                                             (2.4)


        -Decrease in other liabilities                                (32.4)                                                           (50.8)


                     Net cash used in operations                      (47.7)                                                           (26.5)



                     Cash flows from investing activities


        Purchases of property, plant
         and equipment                                                (21.3)                                                           (55.9)


        Purchases of intangible assets                                 (1.6)                                                            (4.6)


        Net cash paid under corporate-
         owned life insurance policies                                 (8.8)                                                            (8.0)


        Other investing activities                                         -                                                            (0.9)


                     Net cash used in investing
                      activities                                      (31.7)                                                           (69.4)



                     Cash flows from financing activities


        Issue of shares, net of
         underwriting costs                                              1.2                                                             799.1


        Other offering costs                                               -                                                            (3.2)


        Payments of long-term debt                                    (12.7)                                                          (920.1)


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


        Dividends paid to non-
         controlling interests                                         (1.8)


        Other financing activities                                       0.2                                                               6.2


                     Net cash used in financing
                      activities                                      (13.1)                                                          (145.0)


        Effect of exchange rate
         changes on cash and cash
         equivalents and restricted
         cash                                                            2.8                                                               5.1


                     Net decrease in cash and cash
                      equivalents and restricted
                      cash                                            (89.7)                                                          (235.8)


        Cash and cash equivalents and
         restricted cash at the
         beginning of the period                                       424.6                                                             566.0



                     Cash and cash equivalents and
                      restricted cash at the end of
                      the period                                               $
              
                334.9                                  $
     
         330.2



                     Supplemental schedule of cash flow
                      information


        Interest paid, net of amount
         capitalized                                                                         $
              51.4                                       $
       73.4


        Income taxes paid, net                                                               $
              33.0                                       $
       25.5


        Accrued capital expenditures                                                          $
              0.4                                        $
       2.6


        Accrued deferred offering
         costs                                                  
              $                                                                        $
       5.1

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. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results.


                                                 
              
                Gates Industrial Corporation plc

                                        
       
           Reconciliation of Net Income from Continuing Operations to Adjusted EBITDA

                                                                  
              (Unaudited)




                                                              
              Three months ended


                     (USD in millions)        March 30, 2019                                               March 31, 2018

    ---                                                                                                               ---

                     Net income from
                      continuing operations                    $
              
                605.1                                         $
      
      29.4



       
                Adjusted for:


        Income tax (benefit)
         expense                                     (539.7)                                                                   11.7


        Net interest and other
         expenses                                       34.8                                                                    77.2


        Depreciation and
         amortization                                   56.1                                                                    55.0


        Transaction-related
         expenses (1)                                    0.4                                                                     4.7


        Impairment of intangibles
         and other assets                                  -                                                                    0.3


        Restructuring expenses
         (income) (2)                                    3.3                                                                   (0.3)


        Share-based compensation                         2.6                                                                     1.6


        Sponsor fees (included in
         other operating
         expenses) (3)                                   1.8                                                                     1.9


        Other operating expenses                         1.1                                                                     2.4


                     Adjusted EBITDA                           $
              
                165.5                                        $
      
      183.9


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



              (2)              Restructuring expenses (income)
                                  represents costs in relation to
                                  specifically defined restructuring
                                  projects and includes costs related
                                  to decisions to close lines of
                                  business, facility 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


                     (USD in millions, except
                      share numbers and per
                      share amounts)             March 30,                                               March 31,
                                                      2019                                                     2018

    ---                                                                                                        ---

                     Net income attributable
                      to shareholders                        $
              
                613.7                                       $
     
     24.2



       
                Adjusted for:


        Loss on disposal of
         discontinued operations                       0.3                                                                    0.1


        Amortization of
         intangible assets
         arising from the 2014
         acquisition of Gates                         29.7                                                                   30.6


        Transaction-related
         expenses (1)                                  0.4                                                                    4.7


        Impairment of intangibles
         and other assets                                -                                                                   0.3


        Restructuring expenses
         (income) (2)                                  3.3                                                                  (0.3)


        Share-based compensation                       2.6                                                                    1.6


        Sponsor fees (included in
         other operating
         expenses) (3)                                 1.8                                                                    1.9


        Adjustments relating to
         post-retirement
         benefits                                    (1.3)                                                                   1.0


        Premium on redemption of
         long-term debt                                  -                                                                  27.0


        Financing-related FX
         gains (4)                                   (0.9)                                                                 (9.4)


        One-time net tax benefit
         (5)                                      (541.3)


        One-time non-
         controlling interest
         adjustment                                 (15.0)


        Other adjustments                            (0.9)                                                                 (0.4)


        Estimated tax effect of
         the above adjustments                      (10.0)                                                                 (9.7)


                     Adjusted Net Income                      $
              
                82.4                                       $
     
     71.6





        Diluted weighted average
         number of shares
         outstanding                           294,661,913                                                            284,304,449


                     Adjusted Net Income per
                      diluted share                           $
              
                0.28                                       $
     
     0.25


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



              (2)              Restructuring expenses (income)
                                  represents costs in relation to
                                  specifically defined restructuring
                                  projects and includes costs related
                                  to decisions to close lines of
                                  business, facility 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 relate
                                  primarily to net foreign currency
                                  remeasurement gains on the unhedged
                                  portion of Gates' Euro-denominated
                                  debt, and, in the three months ended
                                  March 31, 2018, a gain of $5.8
                                  million on a currency derivative
                                  entered into as part of the
                                  redemption of our Euro Senior Notes.



              (5)              During the three months ended March
                                  30, 2019, we recognized a one-time,
                                  non-cash tax benefit related to the
                                  release of valuation allowances on
                                  net operating loss carryforwards in
                                  Europe. This benefit was offset
                                  partially by certain indirectly
                                  related unrecognized tax benefits.


                                                                     
       
              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
         March 30, 2019                                     $
        499.5                                                        $
     305.4           $
       
       804.9


        Impact on net
         sales of
         movements in
         currency rates                          26.1                                            8.5                                       34.6


        Impact on net
         sales of
         acquisitions                               -                                         (5.6)                                     (5.6)



                     Core revenue
                      for the three
                      months ended
                      March 30, 2019                   $
      
          525.6                                                   $
      
       308.3           $
       
       833.9





        Net sales for
         the three
         months ended
         March 31, 2018                         546.0                                          306.0                                      852.0


                     (Decrease)
                      increase in
                      net sales on a
                      core basis
                      (core revenue)                  $
      
          (20.4)                                                    $
      
       2.3          $
       
       (18.1)





        Core revenue                            (3.7)                                           0.8                                      (2.1)
         growth (%)                                %                                             %
                                                                                                                                            %


              (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)




                                                 
      Three months ended                                        
              Twelve months ended


                     (USD in millions) March 30,                         March 31,                     March 30,                                            March 31,
                                            2019                               2018                           2019                                                  2018

    ---                                                                                                                                                           ---

        Cash provided by
         operations                                   $
              (47.7)                                                        $
              (26.5)                           $
       292.3     $
     305.9


        Capital
         expenditures (1)                 (22.9)                                      (60.5)                                                                  (145.1)           (157.7)



                     Free Cash Flow              $
      
                (70.6)                                           $
              
                (87.0)                       $
     
         147.2 $
     
       148.2


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


                                                   
            Twelve months ended



       
                (USD in millions)         March 30,                        March 31,
                                                    2019                              2018

    ---


       Free Cash Flow                                   $
              147.2                       $
     148.2



       Adjusted Net Income                        390.0                                   234.4




       
                Free Cash Flow Conversion      37.7                                    63.2

                                                       %                                      %

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

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SOURCE Gates Industrial Corporation plc