Gates Industrial Corporationplc (NYSE: GTES), a leading global provider of application-specific fluid power and power transmission solutions, today reported results for the third quarter ended September27, 2025.
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Third-Quarter 2025 Financial Summary
— Third-quarter net sales of $855.7 million, up 3.0% compared to the prior-year period, including core sales growth of 1.7%.
— Net income attributable to shareholders of $81.6 million, or $0.31 per diluted share.
— Adjusted Net Income per diluted share of $0.39.
— Net income from continuing operations of $88.7 million, or a margin of 10.4%, an increase of 370 basis points.
— Adjusted EBITDA of $195.8 million, or a margin of 22.9%, an increase of 90 basis points.
— Raising 2025 adjusted EPS guidance at the midpoint.
— New $300 million share repurchase authorization announced.
Ivo Jurek, Gates Industrial's Chief Executive Officer, commented, “Our team helped deliver improved sales and core growth in the third quarter supported by solid growth in Automotive Replacement and strong growth in Personal Mobility. Replacement channel revenues expanded low-single digits. We delivered double-digit EPS growth year-over-year and our adjusted EBITDA margin increased 90 basis points. Our balance sheet continued to improve as we paid down $100 million of gross debt during the quarter.”
Jurek continued, “We have raised our adjusted EPS guidance towards the high-end of the prior range. We are executing our footprint optimization initiatives and anticipate to reduce our structural cost position over the first half of next year. We are seeing solid revenue generation opportunities with our secular growth initiatives and are optimistic about our business prospects in the mid-term.”
Power Transmission Segment Results
Three months ended(USD in millions) September 27, September 28, % Change % Core Change 2025 2024Net sales $533.3 $513.4 3.9% 2.3%Adjusted EBITDA $122.1 $113.0 8.1%Adjusted EBITDA margin 22.9% 22.0% 90 bps
Nine months ended(USD in millions) September 27, September 28, % Change % Core Change 2025 2024Net sales $1,610.6 $1,588.1 1.4% 1.6%Adjusted EBITDA $361.6 $355.8 1.6%Adjusted EBITDA margin 22.5% 22.4% 10 bps
Fluid Power Segment Results
Three months ended(USD in millions) September 27, September 28, % Change % Core Change 2025 2024Net sales $322.4 $317.3 1.6% 0.7%Adjusted EBITDA $73.7 $69.5 6.0%Adjusted EBITDA margin 22.9% 21.9% 100 bps
Nine months ended(USD in millions) September 27, September 28, % Change % Core Change 2025 2024Net sales $976.4 $990.7 (1.4%) (0.6%)Adjusted EBITDA $220.7 $224.5 (1.7%)Adjusted EBITDA margin 22.6% 22.7% (10 bps)
Share Repurchase Authorization Announced
The Company also announced that its Board of Directors has authorized a share repurchase program of up to $300 million of the Company's ordinary shares. This authorization is valid through December 2026. This authorization replaced the existing authorization that was set to expire in December 2025. The timing and actual number of shares repurchased will depend on a variety of factors, including price, available liquidity, general business and market conditions, tax considerations, and alternative investment opportunities. Under the share repurchase program, repurchases can be made from time to time using a variety of methods, including but not limited to open market purchases and private negotiated transactions, all in compliance with the rules and regulations of the Securities and Exchanges Commission (“SEC”) and other applicable legal requirements.
The repurchase program does not obligate the Company to acquire any specific dollar amount or number of ordinary shares, and the repurchase program may be suspended or discontinued at any time at the Company's discretion.
2025 Guidance
The Company is adjusting its full year guidance for 2025. Specifically, the company anticipates the following:
— Core sales growth in the range of +0.5% to +1.5% year-over-year
— Adjusted EBITDA of $770 million to $790 million
— Adjusted Earnings Per Share of $1.48 to $1.52
— Capital Expenditures of approximately $120 million
— Free Cash Flow conversion of 80-90%
Share-based metrics in the Company's guidance do not include the effect of any potential share repurchases.
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, including expected Core Sales Growth, Adjusted EBITDA, Adjusted Earnings per Share and Free Cash Flow conversion for 2025. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results.
Conference Call and Webcast
Gates Industrial Corporation plc will host a conference call today at 11:30 a.m. Eastern Time to discuss the Company's financial results. The live webcast of the conference call and accompanying presentation materials can be accessed through Gates Industrial's website at investors.gates.com. For those unable to access the webcast, the conference call can be accessed by dialing (888) 414-4601 (domestic) or +1 (646) 960-0313 (international) and requesting the Gates Industrial Corporation Third-Quarter 2025 Earnings Conference Call or providing the Conference ID of 5772067. An audio replay of the conference call can be accessed by dialing (800) 770-2030 (domestic) or +1 (647) 362-9199 (international), and providing the passcode 5772067, 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 manufacturers (“OEM”) 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 130 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 Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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. These statements include, but are not limited to, statements related to expectations regarding the performance of the Company's business (including our ability to reduce our structural cost position) and financial results, statements regarding our revenue generation opportunities, statements regarding our growth initiatives, statements regarding our share repurchase authorization, and statements regarding our outlook for 2025. Such forward-looking statements are subject to various risks and uncertainties, including, among others, U.S. government policies, actions or legislation (including the imposition of tariffs), economic, political and other risks associated with international operations, risks inherent to the manufacturing industry, macroeconomic factors beyond the Company's control (including material and logistics availability, inflation, supply chain and labor challenges and end-market recovery), risks related to catastrophic events, continued operation of our manufacturing facilities, including as a result of cybersecurity attacks, our ability to forecast and meet demand and market acceptance of new products. Additional factors that could cause the Company's results to differ materially from those described in the forward-looking statements can be found under the section entitled “Risk Factors” of the Company's Annual Report on Form 10-K for the fiscal year ended December28, 2024, as supplemented by the risks and uncertainties set forth in the Company's Quarterly Report on Form 10-Q for the quarter ended March 29, 2025 and as such factors may be further updated from time to time in the Company's periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Company's filings with the SEC. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Gates Industrial Corporation plcCondensed ConsolidatedStatements of Operations(Unaudited) Three months ended Nine months ended(USD in millions, except per share amounts) September 27, September 28, September 27, September 28, 2025 2024 2025 2024Net sales $ 855.7 $ 830.7 $ 2,587.0 $ 2,578.8Cost of sales 514.1 494.9 1,540.6 1,555.6Gross profit 341.6 335.8 1,046.4 1,023.2Selling, general and administrative expenses 219.2 217.2 666.6 653.5Transaction-related expenses 0.1 0.5 0.5 2.1Asset impairments 0.4 – 1.2 -Restructuring expenses 6.5 2.2 21.1 5.0Other operating expenses – – – 0.1Operating income from continuing operations 115.4 115.9 357.0 362.5Interest expense 34.9 35.1 93.3 121.7Loss on deconsolidation of Russian subsidiary – 12.8 – 12.8Other income (14.3) (1.2) (5.1) (12.1)Income from continuing operations before taxes 94.8 69.2 268.8 240.1Income tax expense 6.1 14.0 48.1 60.8Net income from continuing operations 88.7 55.2 220.7 179.3Loss on disposal of discontinued operations 0.1 0.1 0.7 0.5Net income 88.6 55.1 220.0 178.8Less: non-controlling interests 7.0 7.5 19.9 20.5Net income attributable to shareholders $ 81.6 $ 47.6 $ 200.1 $ 158.3Earnings per shareBasicEarnings per share from continuing operations $ 0.32 $ 0.18 $ 0.78 $ 0.61Earnings per share from discontinued operations – – – -Earnings per share $ 0.32 $ 0.18 $ 0.78 $ 0.61DilutedEarnings per share from continuing operations $ 0.31 $ 0.18 $ 0.77 $ 0.60Earnings per share from discontinued operations – – – -Earnings per share $ 0.31 $ 0.18 $ 0.77 $ 0.60
Gates Industrial Corporation plcCondensed ConsolidatedBalance Sheets(Unaudited)(USD in millions, except share numbers and per share amounts) As of As of September27, 2025 December28, 2024AssetsCurrent assetsCash and cash equivalents $ 689.4 $ 682.0Trade accounts receivable, net 833.3 722.7Inventories 718.1 676.0Taxes receivable 46.4 28.6Prepaid expenses and other assets 197.8 196.7Total current assets 2,485.0 2,306.0Non-current assetsProperty, plant and equipment, net 609.3 579.5Goodwill 2,019.8 1,908.9Pension surplus 5.6 5.7Intangible assets, net 1,207.0 1,248.6Right-of-use assets 142.0 139.4Taxes receivable 16.5 20.7Deferred income taxes 627.1 553.5Other non-current assets 37.4 24.0Total assets $ 7,149.7 $ 6,786.3Liabilities and equityCurrent liabilitiesDebt, current portion $ 30.5 $ 39.1Trade accounts payable 385.3 408.2Taxes payable 26.5 22.9Accrued expenses and other current liabilities 263.1 251.3Total current liabilities 705.4 721.5Non-current liabilitiesDebt, less current portion 2,204.3 2,311.5Post-retirement benefit obligations 68.0 78.0Lease liabilities 126.3 127.3Taxes payable 60.0 82.2Deferred income taxes 58.1 56.8Other non-current liabilities 212.5 68.7Total liabilities 3,434.6 3,446.0Shareholders' equity-Shares, par value of $0.01 each – authorized shares: 3,000,000,000; outstanding 2.6 2.6shares: 258,249,123 (December 28, 2024: authorized shares: 3,000,000,000;outstanding shares: 255,203,987)-Additional paid-in capital 2,628.7 2,618.6-Accumulated other comprehensive loss (928.3) (1,077.2)-Retained earnings 1,667.0 1,479.6Total shareholders' equity 3,370.0 3,023.6Non-controlling interests 345.1 316.7Total equity 3,715.1 3,340.3Total liabilities and equity $ 7,149.7 $ 6,786.3
Gates Industrial Corporation plcCondensed ConsolidatedStatements of Cash Flows(Unaudited) Nine months ended(USD in millions) September 27, September 28, 2025 2024Net income 220.0 178.8Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization 159.1 162.8Foreign exchange and other non-cash financing income (20.3) (26.2)Share-based compensation expense 22.4 20.2Decrease in post-employment benefit obligations, net (13.1) (6.6)Deferred income taxes (6.3) (25.1)Asset impairments 1.2 -Loss on deconsolidation of Russian Entity – 12.8Gain on disposal of property, plant and equipment 0.2 (7.2)Other operating activities 4.7 (1.5)Changes in operating assets and liabilities:-Accounts receivable (71.4) (46.1)-Inventories (6.7) (84.0)-Accounts payable (40.9) (25.0)-Prepaid expenses and other assets 0.9 18.2-Taxes payable (30.7) (2.6)-Other liabilities (10.8) 20.2Net cash provided by operating activities 208.3 188.7Cash flows from investing activitiesPurchases of property, plant and equipment (54.4) (59.8)Purchases of intangible assets (26.0) (13.5)Purchases of investments – (11.3)Cash paid under company-owned life insurance policies (10.4) (5.4)Cash received under company-owned life insurance policies 2.4 11.2Proceeds from the sale of property, plant and equipment 2.2 11.0Cash deconsolidated from previously controlled subsidiary – (12.5)Other investing activities (0.7) -Net cash used in investing activities (86.9) (80.3)Cash flows from financing activitiesIssuance of shares 9.8 10.0Repurchase of shares (13.0) (176.1)Proceeds from long-term debt – 1,840.0Payments of long-term debt (114.1) (1,917.0)Debt issuance costs paid – (20.5)Employee taxes paid from shares withheld (20.1) (4.7)Dividends paid to non-controlling interests (6.5) (1.7)Other financing activities 9.0 16.5Net cash used in financing activities (134.9) (253.5)Effect of exchange rate changes on cash and cash equivalents and restricted cash 21.0 (1.4)Net increase (decrease) in cash and cash equivalents and restricted cash 7.5 (146.5)Cash and cash equivalents and restricted cash at the beginning of the period 684.8 724.0Cash and cash equivalents and restricted cash at the end of the period $ 692.3 $ 577.5Supplemental schedule of cash flow informationInterest paid $ 95.9 $ 104.7Income taxes paid $ 84.4 $ 88.5Accrued capital expenditures $ 2.2 $ 1.0
Non-GAAP Financial Measures
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 total profitability on a basis that is consistent with that of our operating segments. Adjusted EBITDA Margin is Adjusted EBITDA for a particular period expressed as a percentage of net sales for that period.
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. Beginning with the three months ended June 29, 2024, we revised our definition of Adjusted Net Income to adjust for discrete tax items, which are significant, unusual or infrequently occurring tax items. We have revised the prior period amounts to conform to our current period presentation.
Core sales is a non-GAAP measure that represents net sales for the period excluding the impacts of movements in average currency exchange rates and the first-year impacts of acquisitions and disposals, when applicable. Core sales growth is the change in core sales expressed as a percentage of prior period net sales. We present core sales growth because it allows for a meaningful comparison of year-over-year performance without the volatility caused by foreign currency gains or losses, or the incomparability that would be caused by the impact of an acquisition or disposal.
Management uses Free Cash Flow to measure cash generation. Free Cash Flow is a non-GAAP measure that represents net cash provided by operations less capital expenditures. Free Cash Flow Conversion is a measure of Free Cash Flow expressed as a percentage of Adjusted Net Income. 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 historical non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP.
Gates Industrial Corporation plcReconciliation of Net Income from Continuing Operations to Adjusted EBITDA(Unaudited) Three months ended Nine months ended(USD in millions) September 27, September 28, September 27, September 28, 2025 2024 2025 2024Net income from continuing operations $ 88.7 $ 55.2 $ 220.7 $ 179.3Adjusted for:Income tax expense 6.1 14.0 48.1 60.8Interest expense 34.9 35.1 93.3 121.7Loss on deconsolidation of Russian Subsidiary – 12.8 – 12.8Depreciation and amortization 53.6 53.7 159.1 162.8Transaction-related expenses(1) 0.1 0.5 0.5 2.1Asset impairments 0.4 – 1.2 -Restructuring expenses(2) 6.5 2.2 21.1 5.0Share-based compensation expense 6.7 6.4 22.4 20.2Inventory write-offs and adjustments (3) (included in cost 2.6 4.4 5.6 21.7of sales)Restructuring-related expenses (included in cost of sales) 2.1 0.9 4.5 0.9Restructuring-related expenses (included in SG&A) 3.7 1.4 8.3 1.5Credit gain related to customer bankruptcy (Included in – (0.2) – (0.1)SG&A)Other (income) expenses, excluding foreign currency (4.4) (3.9) 2.7 (8.5)transaction gain or loss and insurance recoveries (4)Cybersecurity incident insurance recovery (5) (5.2) – (5.2) -Other items not directly related to current operations – – – 0.1Adjusted EBITDA $ 195.8 $ 182.5 $ 582.3 $ 580.3Net Sales $ 855.7 $ 830.7 $ 2,587.0 $ 2,578.8Net income from continuing operations margin 10.4% 6.6% 8.5% 7.0%Adjusted EBITDA Margin 22.9% 22.0% 22.5% 22.5%
(1) Transaction-related expenses relate primarily to advisory fees and other costs recognized in respect of major corporate transactions, including the acquisition of businesses, and equity and debt transactions.(2) Restructuring expenses represent items qualifying for recognition as such under U.S. GAAP and include costs related to the closure of lines of business, facility closures and consolidations, fundamental organizational rationalizations and non-recurring employee severance related to such actions.(3) Inventory write-offs and adjustments include the reversal of the adjustment to remeasure certain inventories on a Last-in-First-out (“LIFO”) basis.(4) Other (income) expenses excludes foreign currency transaction losses and insurance recoveries of $9.9 million and $7.8 million during the three and nine months ended September27, 2025, respectively, and foreign currency transaction loss of $2.7 million and $3.6 million gain during the three and nine months ended September28, 2024, respectively.(5) In July 2025, we received insurance recoveries related to a previously disclosed cybersecurity incident that occurred in February 2023 for which we previously excluded $5.2 million of expenses from Adjusted EBITDA.
Gates Industrial Corporation plcReconciliation of Net Income Attributable to Shareholders to Adjusted Net Income(Unaudited) Three months ended Nine months ended(USD in millions, except share numbers and per share amounts) September 27, September 28, September 27, September 28, 2025 2024 2025 2024Net income attributable to shareholders $ 81.6 $ 47.6 $ 200.1 $ 158.3Adjusted for:Loss on disposal of discontinued operations 0.1 0.1 0.7 0.5Loss on deconsolidation of Russian Subsidiary – 12.8 – 12.8Amortization of intangible assets arising from the 2014 29.2 28.8 86.5 86.8acquisition of GatesTransaction-related expenses (1) 0.1 0.5 0.5 2.1Asset impairments 0.4 – 1.2 -Restructuring expenses (2) 6.5 2.2 21.1 5.0Restructuring-related expenses (included in cost of sales) 2.1 0.9 4.5 0.9Restructuring-related expenses (included in SG&A) 3.7 1.4 8.3 1.5Share-based compensation expense 6.7 6.4 22.4 20.2Inventory write-offs and adjustments (3) (included in cost of 2.6 4.4 5.6 21.7sales)Adjustments relating to post-retirement benefits 0.4 (0.6) 1.3 (1.9)Financing and other FX related losses (2.7) 0.6 8.3 (0.9)Loss on extinguishment of debt (4) – – – 14.8Credit gain related to customer bankruptcy (included in SG&A) – (0.2) – (0.1)Cybersecurity incident insurance recovery (5) (5.2) – (5.2) -Discrete tax items (6) (13.5) (7.8) (20.6) (8.3)Other adjustments (1.8) (1.2) (4.6) (4.7)Estimated tax effect of the above adjustments (9.5) (9.0) (34.4) (34.5)Adjusted Net Income $ 100.7 $ 86.9 $ 295.7 $ 274.2Diluted weighted-average number of shares outstanding 261,555,255 263,441,572 261,084,177 265,855,068GAAP Net Income per diluted share $ 0.31 $ 0.18 $ 0.77 $ 0.60Adjusted Net Income per diluted share $ 0.39 $ 0.33 $ 1.13 $ 1.03
(1) Transaction-related expenses related primarily to advisory fees and other costs recognized in respect of major corporate transactions, including the acquisition of businesses, and equity and debt transactions.(2) Restructuring expenses represent items qualifying for recognition as such under U.S. GAAP and included costs related to the closure of lines of business, facility closures and consolidations, fundamental organizational rationalizations and non-recurring employee severance related to such actions.(3) Inventory write-offs and adjustments include the reversal of the adjustment to remeasure certain inventories on a Last-in-First-out (“LIFO”) basis.(4) On June 4, 2024, Gates extinguished the 2021 Dollar Term Loans and the asset-backed credit facility in connection with our debt refinancing. As a result, we accelerated $14.8million in deferred issuance costs during the three months ended June29, 2024.(5) In July 2025, we received insurance recoveries related to a previously disclosed cybersecurity incident that occurred in February 2023 for which we previously excluded $5.2 million of expenses from Adjusted Net Income.(6) Discrete tax items include changes in uncertain tax positions relating to prior years, changes in tax laws or rates, changes in valuation allowances, excess tax benefits on stock option exercises, and prior year adjustments in various foreign jurisdictions in which returns were filed.
Gates Industrial Corporation plcReconciliation of Net Sales to Core Sales Growth(Unaudited) Three months ended September 27, 2025(USD in millions) Power Fluid Power Total TransmissionNet sales for the three months ended September 27, 2025 (1) $ 533.3 $ 322.4 $ 855.7Impact on net sales of movements in currency rates (8.3) (2.9) (11.2)Core sales for the three months ended September 27, 2025 $ 525.0 $ 319.5 $ 844.5Net sales for the three months ended September 28, 2024 513.4 317.3 830.7Increase in net sales 19.9 5.1 25.0Increase in net sales on a core basis (core sales) $ 11.6 $ 2.2 $ 13.8Net sales growth 3.9% 1.6% 3.0%Core sales growth 2.3% 0.7% 1.7%
Nine months ended September 27, 2025(USD in millions) Power Fluid Power Total TransmissionNet sales for the nine months ended September 27, 2025 $ 1,610.6 $ 976.4 $ 2,587.0Impact on net sales of movements in currency rates 3.4 8.3 11.7Core sales for the nine months ended September 27, 2025 $ 1,614.0 $ 984.7 $ 2,598.7Net sales for the nine months ended September 28, 2024 1,588.1 990.7 2,578.8Increase (decrease) in net sales 22.5 (14.3) 8.2Increase (decrease) in net sales on a core basis (core sales) $ 25.9 $ (6.0) $ 19.9Net sales growth (decline) 1.4% (1.4%) 0.3%Core sales growth (decline) 1.6% (0.6%) 0.8%
(1) Throughout this document the terms “net sales” and “revenue” are used interchangeably in reference to the GAAP measure “net sales.”
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