FALSE0001941365877622-47823300 Enterprise Parkway, Suite 300BeachwoodOhio00019413652025-02-182025-02-18

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM 8-K
________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 2025
________________________
MasterBrand, Inc.
(Exact name of registrant as specified in its Charter)
________________________
Delaware001-4154588-3479920
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
3300 Enterprise Parkway, Suite 300
Beachwood, Ohio
44122
(Address of Principal Executive Offices)(Zip Code)
877-622-4782
(Registrant’s telephone number, including area code)
________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol
Name of each exchange
on which registered
Common Stock, par value $0.01 per shareMBCNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 2.02.    Results of Operations and Financial Condition.
MasterBrand, Inc. (the “Company”) issued an earnings release on February 18, 2025, announcing certain financial and operational results for the fiscal quarter and year ended December 29, 2024. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.
Item 7.01.    Regulation FD Disclosure.
On February 18, 2025, the Company posted a slide presentation on its investor relations website. Company officers intend to use this slide presentation in connection with upcoming meetings with analysts and investors. Pursuant to Regulation FD, a copy of the slide presentation is furnished with this Current Report on Form 8-K as Exhibit 99.2 and incorporated by reference herein.

The information in Items 2.02 and 7.01, including the press release furnished as Exhibit 99.1 and the investor presentation furnished as Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.    Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Description
99.1
99.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MasterBrand, Inc.
(Registrant)
Date: February 18, 2025
By:/s/ R. David Banyard, Jr.
Name:R. David Banyard, Jr.
Title:President & Chief Executive Officer

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MasterBrand Reports Fourth Quarter and Full Year 2024 Financial Results

•Fourth quarter and full year net sales decreased 1% and 1% year-over-year to $667.7 million and $2.7 billion, respectively
•Fourth quarter and full year net income decreased 61% and 31% year-over-year to $14.0 million and $125.9 million, respectively
•Fourth quarter and full year net income margin decreased 320 basis points and 200 basis points year-over-year to 2.1% and 4.7%, respectively
•Fourth quarter and full year adjusted EBITDA margin1 decreased 150 basis points and 60 basis points year-over-year to 11.2% and 13.5%, respectively
•Fourth quarter and full year diluted earnings per share was $0.11 and $0.96, compared to $0.28 and $1.40 in the prior year, respectively; fourth quarter and full year adjusted diluted earnings per share1 was $0.21 and $1.37, compared to $0.35 and $1.58 in the prior year, respectively
•Operating cash flow for the fifty-two weeks ended December 29, 2024 was $292.0 million with free cash flow1 of $211.1 million
•The Supreme acquisition contributed 9% and 4% to net sales in the fourth quarter and full year, respectively
•Company introduces 2025 financial outlook

BEACHWOOD, Ohio.--(BUSINESS WIRE)--February 18, 2025-- MasterBrand, Inc. (NYSE: MBC, the “Company,” or “MasterBrand”), the largest residential cabinet manufacturer in North America, today announced fourth quarter and full year 2024 financial results.

“End market choppiness increased throughout the holiday season resulting in unanticipated volume declines which delayed the realization of previously implemented price increases and limited our ability to sufficiently flex operations in the quarter,” said Dave Banyard, President and Chief Executive Officer. “Despite market headwinds, we continued to make great strides as an organization, with our Supreme acquisition integration proceeding as planned and further progress across all our strategic initiatives, specifically Tech Enabled. These efforts, coupled with our continuous improvement culture, should help position the Company for future growth when stronger demand returns.”

“As an organization, we are committed to delivering superior financial returns to our shareholders. We believe our business model, strategy and planned investments in the Company will allow us to outperform our end markets in 2025 and beyond,” Banyard continued.

Fourth Quarter 2024
Net sales were $667.7 million, a decrease of 1% compared to the fourth quarter of 2023, driven by volume declines of 6% and lower net average selling price (ASP) of 4%. These declines were largely offset by 9% growth from our Supreme acquisition. Gross profit was $203.3 million, compared to $223.1 million in the prior year. Gross profit margin decreased 250 basis points to 30.4% on lower net ASP and volumes, $4.2 million of discrete items in the prior year quarter that did not repeat, and increased depreciation. This was partially offset by the addition of Supreme, favorable variable compensation, and additional cost savings from our ongoing strategic initiatives and continuous improvement programs.


1 - See "Non-GAAP Financial Measures" and the corresponding financial tables at the end of this press release for definitions and reconciliations of non-GAAP measures.
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Net income was $14.0 million, compared to $36.1 million in the fourth quarter of 2023, primarily due to lower gross profit margin as discussed above, discrete acquisition-related costs, higher interest expense, and increased depreciation, partially offset by reduced variable compensation, a gain on asset sale, positive net income contribution from Supreme and lower income taxes. Net income margin was 2.1% compared to 5.3% in the prior year.

Adjusted EBITDA1 was $74.6 million, compared to $85.8 million in the fourth quarter of 2023. Adjusted EBITDA margin1 decreased 150 basis points to 11.2%, driven by a decrease in gross profit margin.

Diluted earnings per share was $0.11 compared to $0.28 in the fourth quarter of 2023. Adjusted diluted earnings per share1 was $0.21 compared to $0.35 in the fourth quarter of 2023.

Full Year 2024
Net sales were $2.7 billion, a decrease of 1% compared to 2023, driven by lower net ASP of 4% and volume declines of 1%. These declines were largely offset by 4% growth from our Supreme acquisition. Gross profit was $877.0 million, compared to $901.4 million in the prior year. Gross profit margin decreased 60 basis points to 32.5% on lower net ASP and volumes due to a softer end market environment. This was partially offset by lower variable compensation, savings from continuous improvement efforts and cost actions.

Net income was $125.9 million, compared to $182.0 million in 2023, primarily due to acquisition-related costs, lower gross profit, restructuring charges, higher interest expense, incremental investments in our strategic initiatives, and higher depreciation and amortization expense, more than offsetting lower variable compensation, net income contribution from Supreme and continuous improvement efforts. Net income margin was 4.7% compared to 6.7% in the prior year.

Adjusted EBITDA1 was $363.6 million, compared to $383.4 million in 2023. Adjusted EBITDA margin1 decreased 60 basis points to 13.5%, compared to 14.1% in the prior year.

Diluted earnings per share was $0.96 compared to $1.40 in 2023. Adjusted diluted earnings per share1 was $1.37 compared to $1.58 in 2023.


1 - See "Non-GAAP Financial Measures" and the corresponding financial tables at the end of this press release for definitions and reconciliations of non-GAAP measures.
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Balance Sheet, Cash Flow and Capital Allocation
As of December 29, 2024, the Company had $120.6 million in cash and $405.4 million of availability under its revolving credit facility. Total debt was $1,007.8 million and our ratio of total debt to net income from the most recent trailing twelve months was 8.0x as of December 29, 2024. For the same period, net debt1 was $887.2 million and our ratio of net debt to adjusted EBITDA1 was 2.4x.

Operating cash flow was $292.0 million for the fifty-two weeks ended December 29, 2024, compared to $405.6 million in the fifty-three weeks ended December 31, 2023. This decline was due to a benefit in the prior year from a strategic inventory build release, which more than offset the benefit from working capital improvements in fiscal 2024. Free cash flow1 was $211.1 million for the fifty-two weeks ended December 29, 2024, compared to $348.3 million for the fifty-three weeks ended December 31, 2023.

During the fifty-two weeks ended December 29, 2024, the Company repurchased approximately 371 thousand shares of common stock for approximately $6.5 million. No shares were repurchased in the quarter ended December 29, 2024.

2025 Financial Outlook
For full year 2025, the Company expects the following:

•Net sales year-over-year increase of mid single-digit percentage
◦Organic net sales flat
◦Acquisition-related net sales increase of mid single-digit percentage
•Adjusted EBITDA1,2 in the range of $380 to $410 million, with related adjusted EBITDA margin1,2 of roughly 13.5% to 14.3%
•Adjusted diluted earnings per share1,2 in the range of $1.40 to $1.57

The Company expects organic net sales performance to outperform the underlying market demand of down low single-digits year-over-year, as new products and channel specific offerings, and previously implemented price actions gain traction.

This 2025 Financial Outlook only reflects the impact of those tariffs in effect as of the date of this release. It does not reflect any other potential tariff impacts on Company costs or end market demand. The Company believes the dynamic nature of the tariffs, specifically the uncertainty of implementation, potential timing and duration, limits the usefulness of estimating this information. Should other tariff impacts become more certain, the Company expects to update its outlook accordingly.

“Our full year 2025 guidance reflects our commitment to growth, with year-on-year net sales increases driven by our Supreme acquisition and share gains in our core business,” said Andi Simon, Executive Vice President and Chief Financial Officer. “Given the continued softness in our end markets, we have thoroughly reviewed and prioritized our investment spending, with the goal of preserving both near-term financial performance and progress on our long-term financial targets. We believe this approach, coupled with targeted cost reductions and further continuous improvement savings, will allow us to resume adjusted EBITDA margin expansion for the full year 2025.”



1 - See "Non-GAAP Financial Measures" and the corresponding financial tables at the end of this press release for definitions and reconciliations of non-GAAP measures.
2 - We have not provided a reconciliation of our fiscal 2025 adjusted EBITDA, adjusted EBITDA margin and adjusted diluted EPS guidance because the information needed to reconcile these measures is unavailable due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred and which may be excluded from adjusted EBITDA, adjusted EBITDA margin and adjusted diluted EPS. Additionally, estimating such GAAP measures and providing a meaningful reconciliation for future periods requires a level of precision that is unavailable for these future periods and cannot be accomplished without unreasonable effort. Forward-looking non-GAAP measures are estimated consistent with the relevant definitions and assumptions used for historical non-GAAP measures.
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Conference Call Details
The Company will hold a live conference call and webcast at 4:30 p.m. ET today, February 18, 2025, to discuss the financial results and business outlook. Telephone access to the live call will be available at (877) 407-4019 (U.S.) or by dialing (201) 689-8337 (international). The live audio webcast can be accessed on the “Investors” section of the MasterBrand website www.masterbrand.com.

A telephone replay will be available approximately one hour following completion of the call through March 3, 2025. To access the replay, please dial 877-660-6853 (U.S.) or 201-612-7415 (international). The replay passcode is 13751055. An archived webcast of the conference call will also be available on the "Investors" page of the Company's website.


Non-GAAP Financial Measures
To supplement the financial information presented in accordance with generally accepted accounting principles in the United States (“GAAP”) in this earnings release, certain non-GAAP financial measures as defined under SEC rules have been included. It is our intent to provide non-GAAP financial information to enhance understanding of our financial information as prepared in accordance with GAAP. Non-GAAP financial measures should be considered in addition to, not as a substitute for, other financial measures prepared in accordance with GAAP. Our methods of determining these non-GAAP financial measures may differ from the methods used by other companies for these or similar non-GAAP financial measures. Accordingly, these non-GAAP financial measures may not be comparable to measures used by other companies.

We use EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted net income margin, adjusted diluted earnings per share (“adjusted diluted EPS”), free cash flow, net debt, and net debt to adjusted EBITDA, which are all non-GAAP financial measures. EBITDA is defined as earnings before interest, taxes, depreciation and amortization. We evaluate the performance of our business based on income before income taxes, but also look to EBITDA as a performance evaluation measure because interest expense is related to corporate functions, as opposed to operations. For that reason, we believe EBITDA is a useful metric to investors in evaluating our operating results. Adjusted EBITDA is calculated by removing the impact of non-operational results and special items from EBITDA. Adjusted EBITDA margin is calculated as adjusted EBITDA divided by net sales. Adjusted net income is calculated by removing the impact of non-operational results, including non-cash amortization expense, which is not deemed to be indicative of the results of current or future operations, and special items from net income. Adjusted net income margin is calculated as adjusted net income divided by net sales. Adjusted diluted EPS is a measure of our diluted earnings per share excluding non-operational results and special items. We believe these non-GAAP measures are useful to investors as they are representative of our core operations and are used in the management of our business, including decisions concerning the allocation of resources and assessment of performance.

Free cash flow is defined as cash flow from operations less capital expenditures. We believe that free cash flow is a useful measure to investors because it is a meaningful indicator of cash generated from operating activities available for the execution of our business strategy, and is used in the management of our business, including decisions concerning the allocation of resources and assessment of performance. Net debt is defined as total balance sheet debt less cash and cash equivalents. We believe this measure is useful to investors as it provides a measure to compare debt less cash and cash equivalents across periods on a consistent basis. Net debt to adjusted EBITDA is calculated by dividing net debt by the trailing twelve months adjusted EBITDA. Net debt to adjusted EBITDA is used by management to assess our financial leverage and ability to service our debt obligations.

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As required by SEC rules, detailed reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measure are included in the financial statement section of this earnings release. We have not provided a reconciliation of our fiscal 2025 adjusted EBITDA, adjusted EBITDA margin and adjusted diluted EPS guidance because the information needed to reconcile these measures is unavailable due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred, including gains and losses associated with our defined benefit plans and restructuring and other charges, which are excluded from adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted net income margin, and adjusted diluted EPS. Additionally, estimating such GAAP measures and providing a meaningful reconciliation consistent with the Company’s accounting policies for future periods requires a level of precision that is unavailable for these future periods and cannot be accomplished without unreasonable effort. Forward-looking non-GAAP measures are estimated consistent with the relevant definitions and assumptions used for historical non-GAAP measures.


About MasterBrand:
MasterBrand, Inc. (NYSE: MBC) is the largest manufacturer of residential cabinets in North America and offers a comprehensive portfolio of leading residential cabinetry products for the kitchen, bathroom and other parts of the home. MasterBrand products are available in a wide variety of designs, finishes and styles and span the most attractive categories of the cabinets market: stock, semi-custom and premium cabinetry. These products are delivered through an industry-leading distribution network of over 7,700 dealers, major retailers and builders. MasterBrand employs over 13,000 associates across more than 20 manufacturing facilities and offices. Additional information can be found at www.masterbrand.com.


Forward-Looking Statements:
Certain statements contained in this Press Release, other than purely historical information, including, but not limited to estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. Statements preceded by, followed by or that otherwise include the word “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “may fluctuate,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could,” are generally forward-looking in nature and not historical facts. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans and expectations of our management. Although we believe that these statements are based on reasonable assumptions, they are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those indicated in such statements. These factors include those listed under “Risk Factors” in Part I, Item 1A of our Form 10-K for the fiscal year ended December 31, 2023, Part II, Item 1A of our Form 10-Q for the quarterly period ended June 30, 2024, and other filings with the SEC.

The forward-looking statements included in this document are made as of the date of this Press Release and, except pursuant to any obligations to disclose material information under the federal securities laws, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this Press Release.

Some of the important factors that could cause our actual results to differ materially from those projected in any such forward-looking statements include:

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•Our ability to develop and expand our business;
•Our ability to develop new products or respond to changing consumer preferences and purchasing practices;
•Our anticipated financial resources and capital spending;
•Our ability to manage costs;
•Our ability to effectively manage manufacturing operations and capacity, or an inability to maintain the quality of our products;
•The impact of our dependence on third parties to source raw materials and our ability to obtain raw materials in a timely manner or fluctuations in raw material costs;
•Our ability to accurately price our products;
•Our projections of future performance, including future revenues, capital expenditures, gross margins, and cash flows;
•The effects of competition and consolidation of competitors in our industry;
•Costs of complying with evolving tax and other regulatory requirements and the effect of actual or alleged violations of tax, environmental or other laws;
•The effect of climate change and unpredictable seasonal and weather factors;
•Conditions in the housing market in the United States and Canada;
•The expected strength of our existing customers and consumers and any loss or reduction in business from one or more of our key customers or increased buying power of large customers;
•Information systems interruptions or intrusions or the unauthorized release of confidential information concerning customers, employees, or other third parties;
•Worldwide economic, geopolitical and business conditions and risks associated with doing business on a global basis, including risks associated with uncertain trade environments and changes to the U.S. administration;
•The effects of a public health crisis or other unexpected event;
•The inability to recognize, or delays in obtaining, anticipated benefits of the acquisition of Supreme, including synergies, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees;
•The impact of our current and any additional future debt obligations on our business, current and future operations, profitability and our ability to meet other obligations;
•Business disruption following the acquisition of Supreme;
•Diversion of management time on acquisition-related issues;
•The reaction of customers and other persons to the acquisition of Supreme; and
•Other statements contained in this Press Release regarding items that are not historical facts or that involve predictions.

Investor Relations:
Investorrelations@masterbrand.com

Media Contact:
Media@masterbrand.com

Source: MasterBrand, Inc.
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
13 Weeks Ended14 Weeks Ended52 Weeks Ended53 Weeks Ended
(U.S. Dollars presented in millions, except per share amounts)December 29,
2024		December 31,
2023		December 29,
2024		December 31,
2023
NET SALES$667.7 $677.1 $2,700.4 $2,726.2 
Cost of products sold464.4 454.0 1,823.4 1,824.8 
GROSS PROFIT203.3 223.1 877.0 901.4 
Gross Profit Margin30.4 %32.9 %32.5 %33.1 %
Selling, general and administrative expenses152.3 152.4 603.1 569.7 
Amortization of intangible assets6.5 3.7 20.2 15.3 
Restructuring charges7.0 6.0 18.0 10.1 
OPERATING INCOME37.5 61.0 235.7 306.3 
Interest expense19.3 15.3 74.0 65.2 
Gain on sale of asset(4.3)— (4.3)— 
Other expense (income), net2.7 2.5 (2.3)2.4 
INCOME BEFORE TAXES19.8 43.2 168.3 238.7 
Income tax expense5.8 7.1 42.4 56.7 
NET INCOME$14.0 $36.1 $125.9 $182.0 
Average Number of Shares of Common Stock Outstanding
Basic127.2 126.8 127.1 127.8 
Diluted131.2 129.9 130.9 129.9 
Earnings Per Common Share
Basic$0.11 $0.28 $0.99 $1.42 
Diluted$0.11 $0.28 $0.96 $1.40 
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SUPPLEMENTAL INFORMATION - Quarter-to-date
(Unaudited)
13 Weeks Ended14 Weeks Ended
December 29,December 31,
(U.S. Dollars presented in millions, except per share amounts and percentages)20242023
1. Reconciliation of Net Income to EBITDA to ADJUSTED EBITDA
Net income (GAAP)$14.0 $36.1 
Interest expense19.3 15.3 
Income tax expense5.8 7.1 
Depreciation expense17.6 14.1 
Amortization expense6.5 3.7 
EBITDA (Non-GAAP Measure)$63.2 $76.3 
[1] Acquisition-related costs6.0 — 
[3] Restructuring charges7.0 6.0 
[4] Restructuring-related charges— 0.5 
[6] Gain on sale of asset(4.3)— 
[7] Recognition of actuarial losses and settlement charges2.7 2.9 
[9] Separation costs— 0.1 
Adjusted EBITDA (Non-GAAP Measure)$74.6 $85.8 
2. Reconciliation of Net Income to Adjusted Net Income
Net Income (GAAP)$14.0 $36.1 
[1] Acquisition-related costs6.0 — 
[2] Amortization expense6.5 3.7 
[3] Restructuring charges7.0 6.0 
[4] Restructuring-related charges— 0.5 
[6] Gain on sale of asset(4.3)— 
[7] Recognition of actuarial losses and settlement charges2.7 2.9 
[9] Separation costs — 0.1 
[10] Income tax impact of adjustments (4.5)(3.3)
Adjusted Net Income (Non-GAAP Measure)$27.4 $46.0 
3. Earnings per Share Summary
Diluted EPS (GAAP)$0.11 $0.28 
Impact of adjustments$0.10 $0.07 
Adjusted Diluted EPS (Non-GAAP Measure)$0.21 $0.35 
Weighted average diluted shares outstanding131.2 129.9 
4. Profit Margins
Net Sales (GAAP)$667.7 $677.1 
Net Income Margin percentage (GAAP)2.1 %5.3 %
Adjusted Net Income Margin percentage (Non-GAAP Measure)4.1 %6.8 %
Adjusted EBITDA Margin percentage (Non-GAAP Measure)11.2 %12.7 %

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SUPPLEMENTAL INFORMATION - Year-to-date
(Unaudited)
52 Weeks Ended53 Weeks Ended
December 29,December 31,
(U.S. Dollars presented in millions, except per share amounts and percentages)20242023
1. Reconciliation of Net Income to EBITDA to Adjusted EBITDA
Net income (GAAP)$125.9 $182.0 
Interest expense74.0 65.2 
Income tax expense42.4 56.7 
Depreciation expense57.1 49.0 
Amortization expense20.2 15.3 
EBITDA (Non-GAAP Measure)$319.6 $368.2 
[1] Acquisition-related costs25.4 — 
[3] Restructuring charges18.0 10.1 
[4] Restructuring-related adjustments— (0.2)
[6] Gain on sale of asset(4.3)— 
[7] Recognition of actuarial losses and settlement charges2.7 2.9 
[8] Purchase accounting cost of products sold2.2 — 
[9] Separation costs— 2.4 
Adjusted EBITDA (Non-GAAP Measure)$363.6 $383.4 
2. Reconciliation of Net Income to Adjusted Net Income
Net Income (GAAP)$125.9 $182.0 
[1] Acquisition-related costs25.4 — 
[2] Amortization expense20.2 15.3 
[3] Restructuring charges18.0 10.1 
[4] Restructuring-related adjustments— (0.2)
[5] Non-recurring components of interest expense6.5 — 
[6] Gain on sale of asset(4.3)— 
[7] Recognition of actuarial losses and settlement charges2.7 2.9 
[8] Purchase accounting cost of products sold2.2 — 
[9] Separation costs — 2.4 
[10] Income tax impact of adjustments (17.7)(7.6)
Adjusted Net Income (Non-GAAP Measure)$178.9 $204.9 
3. Earnings per Share Summary
Diluted EPS (GAAP)$0.96 $1.40 
Impact of adjustments$0.41 $0.18 
Adjusted Diluted EPS (Non-GAAP Measure)$1.37 $1.58 
Weighted average diluted shares outstanding130.9 129.9 
4. Profit Margins
Net Sales (GAAP)
$2,700.4 $2,726.2 
Net Income Margin % (GAAP)4.7 %6.7 %
Adjusted Net Income Margin % (Non-GAAP Measure)6.6 %7.5 %
Adjusted EBITDA Margin % (Non-GAAP Measure)13.5 %14.1 %
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TICK LEGEND:

[1] Acquisition-related costs are transaction and integration costs, including legal, accounting and other professional fees, severance, stock-based compensation, and other integration related costs. These charges are primarily recorded within selling, general and administrative expenses within the Condensed Consolidated Statements of Income. Acquisition-related costs are significantly impacted by the timing and complexity of the underlying acquisition related activities and are not indicative of the Company’s ongoing operating performance. The acquisition-related costs in fiscal 2024 are associated with the acquisition of Supreme Cabinetry Brands, Inc., which was announced in the second quarter of fiscal 2024 and closed early in the third quarter of fiscal 2024, and are comprised primarily of professional fees.

[2] Beginning in the second quarter of fiscal 2024 reporting, management began adding back amortization of intangible assets in calculating adjusted net income and adjusted diluted EPS for all periods presented. Non-cash amortization expenses are not indicative of the Company’s ongoing operations. Prior period information has been recast to reflect the updated presentation.

[3] Restructuring charges are nonrecurring costs incurred to implement significant cost reduction initiatives and may consist of workforce reduction costs, facility closure costs, cessation of operations, and other costs to maintain certain facilities where operations have ceased, but which we are still responsible for. The restructuring charges for all periods presented include workforce reduction costs and other costs to maintain facilities that have been closed, but not yet sold. The fiscal 2024 restructuring charges also include an asset impairment charge associated with the decision to exit a leased manufacturing facility.

[4] Restructuring-related charges are expenses directly related to restructuring initiatives that do not represent normal, recurring expenses necessary to operate the business, but cannot be reported as restructuring under GAAP. Such costs may include losses on disposal of inventories from exiting product lines and gains/losses on the sale of facilities closed as a result of restructuring actions. Restructuring-related adjustments are recoveries of previously recorded restructuring-related charges resulting from changes in estimates of accruals recorded in prior periods. The restructuring-related adjustments in fiscal 2023 are recoveries of previously recorded restructuring-related charges resulting from changes in estimates of accruals recorded in prior periods.

[5] Non-recurring components of interest expense are one-time costs associated with the refinancing of debt facilities and usage of temporary debt facilities. The non-recurring components of interest expense were incurred in the second quarter of fiscal 2024 related primarily to non-recurring write-offs of deferred financing costs resulting from the debt restructuring transaction. These charges are classified as interest expense within the Condensed Consolidated Statements of Income and are not indicative of the Company’s ongoing operating performance.

[6] Gain on sale of asset relates to a gain resulting from the sale of facilities and land on December 12, 2024. The location was previously closed in conjunction with the consolidation of our warehouse facilities to enable efficiencies and increase annual savings. This facility sold for a purchase price of $6.6 million, resulting in a $4.3 million gain recognized as a separate component of non-operating income in the Condensed Consolidated Statements of Income.

[7] We exclude the impact of actuarial gains and losses related to our U.S. defined benefit pension plan as they are not deemed indicative of future operations. In addition, during 2024, the Company offered a lump-sum benefit payout option to certain plan participants related to the decision to terminate our defined benefit pension plan, resulting in a $2.9 million non-cash settlement charge.

[8] Purchase accounting cost of products sold relates to the fair market value adjustment required under GAAP for inventory obtained in the acquisition of Supreme Cabinetry Brands, Inc. All inventory obtained was sold in the third quarter of 2024.

[9] Separation costs represent one-time costs incurred directly by MasterBrand related to the separation from Fortune Brands.

[10] In order to calculate Adjusted Net Income, each of the items described in Items [1] - [9] above reflect tax effects based upon an estimated annual effective income tax rate of 25.0 percent, inclusive of recurring permanent differences and the net effect of state income taxes and excluding the impact of discrete income tax items. Discrete items are recorded in the relevant period identified and include, but are not limited to, changes in judgment or estimates of uncertain tax positions related to prior periods, return-to-provision adjustments, the tax effect of relevant stock-based compensation items, and certain changes in valuation allowances for the realizability of deferred tax assets. Management believes this approach assists investors in understanding the income tax provision and the estimated annual effective income tax rate related to ongoing operations.







10
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CONDENSED CONSOLIDATED BALANCE SHEETS
December 29,December 31,
(U.S. Dollars presented in millions)20242023
ASSETS
Current assets
Cash and cash equivalents$120.6 $148.7 
Accounts receivable, net191.0 203.0 
Inventories276.4 249.8 
Other current assets62.7 75.7 
TOTAL CURRENT ASSETS650.7 677.2 
Property, plant and equipment, net481.5 356.6 
Operating lease right-of-use assets, net66.4 60.1 
Goodwill1,125.8 925.1 
Other intangible assets, net571.3 335.5 
Other assets34.1 27.2 
TOTAL ASSETS$2,929.8 $2,381.7 
LIABILITIES AND EQUITY
Current liabilities
Accounts payable$180.7 $151.4 
Current portion of long-term debt— 17.6 
Current operating lease liabilities19.5 16.1 
Other current liabilities195.2 164.3 
TOTAL CURRENT LIABILITIES395.4 349.4 
Long-term debt1,007.8 690.2 
Deferred income taxes158.7 83.6 
Pension and other postretirement plan liabilities3.2 7.9 
Operating lease liabilities55.0 46.3 
Other non-current liabilities15.0 10.5 
TOTAL LIABILITIES1,635.1 1,187.9 
Stockholders' equity1,294.7 1,193.8 
TOTAL EQUITY1,294.7 1,193.8 
TOTAL LIABILITIES AND EQUITY$2,929.8 $2,381.7 
Reconciliation of Net Debt
Current portion of long-term debt$— $17.6 
Long-term debt1,007.8 690.2 
Less: Cash and cash equivalents(120.6)(148.7)
Net Debt$887.2 $559.1 
Adjusted EBITDA (for full fiscal year)363.6 383.4 
Net Debt to Adjusted EBITDA2.4x1.5x
11
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
52 Weeks Ended53 Weeks Ended
December 29,December 31,
(U.S. Dollars presented in millions)20242023
OPERATING ACTIVITIES
Net income$125.9 $182.0 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation57.1 49.0 
Amortization of intangibles20.2 15.3 
Restructuring charges, net of cash payments10.5 (9.4)
Write-off and amortization of finance fees8.9 2.2 
Stock-based compensation21.9 17.8 
Recognition of actuarial losses and settlement charges2.7 2.9 
Deferred taxes4.6 (5.7)
Changes in operating assets and liabilities:
Accounts receivable21.7 88.1 
Inventories(10.7)123.6 
Other current assets(5.7)2.1 
Accounts payable23.8 (69.4)
Accrued expenses and other current liabilities3.4 17.2 
Other items7.7 (10.1)
NET CASH PROVIDED BY OPERATING ACTIVITIES292.0 405.6 
INVESTING ACTIVITIES
Capital expenditures(80.9)(57.3)
Proceeds from the disposition of assets14.6 0.4 
Acquisition of business, net of cash acquired(514.5)— 
NET CASH USED IN INVESTING ACTIVITIES(580.8)(56.9)
FINANCING ACTIVITIES
Issuance of long-term and short-term debt1,170.0 255.0 
Repayments of long-term and short-term debt(862.5)(527.5)
Payment of financing fees(17.8)— 
Repurchase of common stock(6.5)(22.0)
Payments of employee taxes withheld from share-based awards(11.4)(4.0)
Other items(2.2)(1.4)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES269.6 (299.9)
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash(7.9)(1.2)
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH$(27.1)$47.6 
Cash, cash equivalents, and restricted cash at beginning of period$148.7 $101.1 
Cash, cash equivalents, and restricted cash at end of period$121.6 $148.7 
Cash and cash equivalents$120.6 $148.7 
Restricted cash included in other assets1.0 — 
Total cash, cash equivalents and restricted cash$121.6 $148.7 
Reconciliation of Free Cash Flow
Net cash provided by operating activities$292.0 $405.6 
Less: Capital expenditures(80.9)(57.3)
Free cash flow$211.1 $348.3 
12
Q4 and FY 2024 Investor Presentation February 18, 2025

 
Forward-Looking Statements Certain statements contained in this presentation, other than purely historical information, including, but not limited to estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. Statements preceded by, followed by or that otherwise include the word “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “may fluctuate,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could,” are generally forward-looking in nature and not historical facts. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans and expectations of our management. Although we believe that these statements are based on reasonable assumptions, they are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those indicated in such statements. These factors include those listed under “Risk Factors” in Part I, Item 1A of our Form 10-K for the fiscal year ended December 31, 2023, Part II, Item 1A of our Form 10-Q for the quarterly period ended June 30, 2024, and other filings with the SEC. The forward-looking statements included in this document are made as of the date of this presentation and, except pursuant to any obligations to disclose material information under the federal securities laws, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this presentation. 2

 
MasterBrand Overview #1 North American residential cabinet manufacturer Key brands 1 Includes Supreme acquisition, which closed July 10, 2024 2 Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP metrics. Please see Appendix for definitions and corresponding reconciliations to historical GAAP measures MasterBrand at a glance 1 ~60% Net sales to R&R 7,700+ Dealer network $364 million 2024 Adjusted EBITDA 2 13,000+ Employees 20+ Manufacturing facilities MasterBrand key financial metrics 3 $2.4 $2.5 $2.9 $3.3 $2.7 $2.7 10% 11% 11% 11% 14% 13% 0% 2% 4% 6% 8% 10% 12% 14% $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 $3.5 2019 2020 2021 2022 2023 2024 Net Sales ($B) Adjusted EBITDA Margin 1 $2.7 billion 2024 Net sales 2

 
The MasterBrand Story Building great experiences together O U R P U R P O S E How? Tools that enable us to: Lead through Lean Engage teams and foster problem-solving Align to Grow Deliver on the unique needs of each customer Tech Enabled Drive profitable growth and transform the way we work through digital, data, and analytics D E L I V E R E D T H R O U G H T H E M A S T E R B R A N D W A Y Build on our rich history by innovating how we work and what we offer to delight our customers O U R V I S I O N Make the team better Be bold Champion improvement O U R C U L T U R E 4 PRE-SPIN-OFF TODAY Industry Leader Largest distribution network Product & Brand Portfolio Leader amongst peers Operational Excellence At Scale

 
CSR HIGHLIGHTS 5

 
53%34% 13% Industry Leading Customer Base 6 MasterBrand channel mix 1 53% Dealer: provide customer education, service and design consultation 34% Retail: common box products that offer some customization along with in-stock standardized products 13% Builder: sold directly and highly correlated to single-family housing starts Dealer Retail Builder MasterBrand has a leadership position across channels… Overview of primary sales channels in the US and Canada: Dealer Channel Retailers / Home Center Channel Builder Channel Industry Channel Size % of total $7.3bn ~61% $3.4bn ~28% $1.3bn ~11% Primary End Market Exposure R&R / New Home Construction R&R New Home Construction Customer Concentration Low (25,000+) High (Top 3 represent ~90%) Medium (Growing trend of National Homebuilder Consolidation) Fragmented network: Requires broad products and regional presence to address and allows for a variety of consumer touch points Multi-brand strategy: Dealers offer multiple brands, enabling trade up and down to drive sales High retention rate: Physical showroom investments and sales training drive retention …and why it matters 1 Channel mix for fiscal year 2024. Includes Supreme acquisition, which closed July 10, 2024

 
7 Multi-Branded Strategy Across Price Points and Products ~51% ~40% ~100% ~30% ~60% ~19% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% MasterBrand Competitor A Competitor B Stock / In-Stock Semi-Custom Custom / Premium Price point (per cabinet) <$350 >$750 MasterBrand portfolio by type and key brands Stock /In-Stock Semi-Custom Custom/Premium MasterBrand offers the most diverse product portfolio and covers the price spectrum 1 1 Includes Supreme acquisition, which closed July 10, 2024

 
+ + + Integrated Manufacturing Network & Strong Track Record of Continuous Improvement Footprint optimization Proven tools of our business system, enable product portfolio simplification Continuous improvement culture Efficient capital spending profile 8 MasterBrand’s strategic transformation initiatives have created >$180 million of cumulative annual savings since 2019, with another $50 million of incremental savings anticipated in 2025 O L D M O D E L : 10+ product platform / plant silos N E W M O D E L : 4 construction-specific product platforms Assets Capabilities Product Specs Networked manufactured footprint Capability duplication aligned to demand Aligned product continuum

 
Supreme Cabinetry Brands Acquisition Completed July 2024 9 Enhances MasterBrand’s Portfolio with Complementary Products in Resilient and Attractive Categories Extends Diversity of Channel Distribution to Reach More Consumers Drives Augmented Financial Profile and Value Creation via Highly Achievable Cost Synergies Reinforces Opportunity for Capital Flexibility Through Strong Balance Sheet and Cash Flow 1 2 4 5 Combines Best-in-Class Competencies to Win Today and Tomorrow, Enriching Consumer Value, Product Access, and Service3

 
Q4 2024 Highlights • Net sales decreased 1%, driven by lower net average selling price of 4% and volume declines of 6%. These declines were largely offset by 9% growth from the Supreme acquisition. • Net income decreased 61%, primarily due to lower gross profit margin, discrete acquisition-related costs, higher interest expense, and increased depreciation, partially offset by reduced variable compensation, a gain on asset sale, positive net income contribution from Supreme and lower income taxes. • Adjusted EBITDA margin1 declined 150 bps primarily due to primarily due to market induced volume challenges and mix putting pressure on net ASP. 10 Financial Results ($ in millions, except per share amounts) Q4 2024 Q4 2023 B/(W) Net Sales $667.7 $677.1 (1.4%) Gross Profit $203.3 $223.1 (8.9%) Gross Profit Margin 30.4% 32.9% (250 bps) SG&A $152.3 $152.4 (0.1%) Net Income $14.0 $36.1 (61.2%) Net Income Margin 2.1% 5.3% (320 bps) Adjusted EBITDA1 $74.6 $85.8 (13.1%) Adjusted EBITDA Margin 1 11.2% 12.7% (150 bps) Diluted EPS (GAAP) $0.11 $0.28 (60.7%) Adjusted Diluted EPS1 $0.21 $0.35 (40.0%) Net Cash Provided By Operating Activities (YTD) $292.0 $405.6 (28.0%) Free Cash Flow1 (YTD) $211.1 $348.3 (39.4%) 1 Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Diluted EPS, and Free Cash Flow are non-GAAP metrics. Please see Appendix for definitions and corresponding reconciliations to historical GAAP measures

 
FY 2024 Highlights • Net sales decline driven by lower net average selling price of 4% and volume declines of 1%, largely offset by 4% growth from the Supreme acquisition. • Net income decreased 31%, primarily due to acquisition-related costs, lower gross profit, restructuring charges, higher interest expense, incremental investments in our strategic initiatives, and higher depreciation and amortization expense, more than offsetting lower variable compensation, net income contribution from Supreme and continuous improvement efforts. • Supreme added approximately 6 percentage points to adjusted EBITDA1. This, in addition to higher than anticipated CI savings and lower variable compensation, was more than offset by a decline in net ASP and volume in our legacy business, due to market headwinds, and incremental investments in our Tech Enabled initiative. • Operating cash flow declined primarily due to a benefit in the prior year from a strategic inventory build release, which more than offset the benefit from working capital improvements in the current year. 11 Financial Results 1 Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Diluted EPS, and Free Cash Flow are non-GAAP metrics. Please see Appendix for definitions and corresponding reconciliations to historical GAAP measures ($ in millions, except per share amounts) 2024 2023 B/(W) Net Sales $2,700.4 $2,726.2 (0.9%) Gross Profit $877.0 $901.4 (2.7%) Gross Profit Margin 32.5% 33.1% (60 bps) SG&A $603.1 $569.7 5.9% Net Income $125.9 $182.0 (30.8%) Net Income Margin 4.7% 6.7% (200 bps) Adjusted EBITDA1 $363.6 $383.4 (5.2%) Adjusted EBITDA Margin 1 13.5% 14.1% (60 bps) Diluted EPS (GAAP) $0.96 $1.40 (31.4%) Adjusted Diluted EPS1 $1.37 $1.58 (13.3%) Net Cash Provided By Operating Activities $292.0 $405.6 (28.0%) Free Cash Flow1 $211.1 $348.3 (39.4%)

 
Near-Term Expectations Full Year 2025 Outlook 1 • Organic net sales flat, acquisition-related net sales increase of mid single-digit percentage • Organic net sales performance to outperform the underlying market demand, as new products and channel specific offerings, and previously implemented price actions gain traction • Outlook only reflects the impact of the currently enacted tariffs on Chinese imports • Low-single digit declines to flat in U.S. new construction, U.S. repair and remodel to be down mid to low-single digits, we expect Canadian new construction and repair and remodel end market demand to be flat year-over-year in 2025 • Ability to flex manufacturing, coupled with our strategic initiatives, continuous improvement efforts and on-track Supreme synergies will allow us to hold capacity and preserve margin performance during 2025 • Free Cash Flow2 is expected to be in excess of Net Income in 2025 Drivers Market Growth Low Single-Digit % Decline North American Cabinets Market MasterBrand Increase of mid single-digit % Net Sales $380-$410 million Adjusted EBITDA 2 ~13.5%-14.3% Adjusted EBITDA Margin 2 $1.40-$1.57 Adjusted Diluted EPS2 S T R O N G B A L A N C E S H E E T W I T H F I N A N C I A L F L E X I B I L I T Y 12 1 This outlook information was presented by the Company on its fourth quarter 2024 Earnings Conference Call on February 18, 2025, and it speaks only as of that date. Its inclusion in this presentation does not constitute a reaffirmation or update of such information as of the date hereof or any other date. 2 Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Diluted EPS, and Free Cash Flow are non-GAAP metrics. Please see Appendix for definitions.

 
Long-Term Financial Targets Long Term Outlook1 1. Business and portfolio aligned with the customer 2. Operational Excellence will fuel margin growth 3. Flexible platform allows us to navigate any market condition Clear Path to Achieving Results 1 This outlook information was presented by the Company at its Investor Day 2022 presentation on December 6, 2022, and it speaks only as of that date. Its inclusion in this presentation does not constitute a reaffirmation or update of such information as of the date hereof or any other date. 2 Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP metrics. Please see Appendix for definitions. Market Growth 3-5% CAGR North American Cabinets Market MasterBrand 4-6% CAGR Net Sales ~16%-18% FY Adjusted EBITDA Margin2 13 S T R O N G F O C U S O N M A R G I N E X P A N S I O N

 
MasterBrand: Investor Day 2022 05 Appendix

 
Non-GAAP Financial Measures To supplement the financial information presented in accordance with generally accepted accounting principles in the United States (“GAAP”) in this presentation, certain non-GAAP financial measures as defined under SEC rules have been included. It is our intent to provide non-GAAP financial information to enhance understanding of our financial information as prepared in accordance with GAAP. Non-GAAP financial measures should be considered in addition to, not as a substitute for, other financial measures prepared in accordance with GAAP. Our methods of determining these non-GAAP financial measures may differ from the methods used by other companies for these or similar non-GAAP financial measures. Accordingly, these non-GAAP financial measures may not be comparable to measures used by other companies. We use EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted net income margin, adjusted diluted earnings per share (“adjusted diluted EPS”), free cash flow, net debt, and net debt to adjusted EBITDA, which are all non-GAAP financial measures. EBITDA is defined as earnings before interest, taxes, depreciation and amortization. We evaluate the performance of our business based on income before income taxes, but also look to EBITDA as a performance evaluation measure because interest expense is related to corporate functions, as opposed to operations. For that reason, we believe EBITDA is a useful metric to investors in evaluating our operating results. Adjusted EBITDA is calculated by removing the impact of non-operational results and special items from EBITDA. Adjusted EBITDA margin is calculated as adjusted EBITDA divided by net sales. Adjusted net income is calculated by removing the impact of non-operational results, including non-cash amortization expense, which is not deemed to be indicative of the results of current or future operations, and special items from net income. Adjusted net income margin is calculated as adjusted net income divided by net sales. Adjusted diluted EPS is a measure of our diluted earnings per share excluding non- operational results and special items. We believe these non-GAAP measures are useful to investors as they are representative of our core operations and are used in the management of our business, including decisions concerning the allocation of resources and assessment of performance. Free cash flow is defined as cash flow from operations less capital expenditures. We believe that free cash flow is a useful measure to investors because it is a meaningful indicator of cash generated from operating activities available for the execution of our business strategy, and is used in the management of our business, including decisions concerning the allocation of resources and assessment of performance. Net debt is defined as total balance sheet debt less cash and cash equivalents. We believe this measure is useful to investors as it provides a measure to compare debt less cash and cash equivalents across periods on a consistent basis. Net debt to adjusted EBITDA is calculated by dividing net debt by the trailing twelve months adjusted EBITDA. Net debt to adjusted EBITDA is used by management to assess our financial leverage and ability to service our debt obligations. As required by SEC rules, detailed reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measure are included in the appendix of this presentation. We have not provided a reconciliation of our fiscal 2025 adjusted EBITDA, adjusted EBITDA margin and adjusted diluted EPS guidance because the information needed to reconcile these measures is unavailable due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred, including gains and losses associated with our defined benefit plans and restructuring and other charges, which are excluded from adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted net income margin, and adjusted diluted EPS. Additionally, estimating such GAAP measures and providing a meaningful reconciliation consistent with the Company’s accounting policies for future periods requires a level of precision that is unavailable for these future periods and cannot be accomplished without unreasonable effort. Forward-looking non-GAAP measures are estimated consistent with the relevant definitions and assumptions used for historical non-GAAP measures. 15

 
Full Year Non-GAAP Reconciliations 16 Note: See tick legend on slide 19 December 29, December 27, December 26, December 25, December 31, December 29, (In millions, except percentages) 2019 2020 2021 2022 2023 2024 Reconciliation of Net Income to EBITDA to ADJUSTED Net income (GAAP) 100.7$ 145.7$ 182.6$ 155.4$ 182.0$ 125.9$ Related party interest income, net (0.1) (2.4) (4.6) (12.9) - - Interest expense - - - 2.2 65.2 74.0 Income tax expense 34.5 50.5 55.7 58.0 56.7 42.4 Depreciation expense 44.3 48.0 44.4 47.3 49.0 57.1 Amortization expense 17.8 17.8 17.8 17.2 15.3 20.2 EBITDA (Non-GAAP Measure) 197.2$ 259.6$ 295.9$ 267.2$ 368.2$ 319.6$ [1] Acquisition-related costs - - - - - 25.4 [3] Restructuring charges 10.2 6.1 4.2 25.1 10.1 18.0 [4] Restructuring-related adjustments 0.5 5.3 3.7 12.7 (0.2) - [6] Gain on sale of asset - - - - - (4.3) [7] Recognition of actuarial losses and settlement charges - - - 0.2 2.9 2.7 [8] Purchase accounting cost of products sold - - - - - 2.2 [9] Separation costs - - - 15.4 2.4 - [11] Asset impairment charges 41.5 9.5 - 46.4 - - Adjusted EBITDA (Non-GAAP Measure) 249.4$ 280.5$ 303.8$ 367.0$ 383.4$ 363.6$ NET SALES 2,388.7$ 2,469.3$ 2,855.3$ 3,275.5$ 2,726.2$ 2,700.4$ Net Income Margin 4% 6% 6% 5% 7% 5% Adjusted EBITDA Margin % 10% 11% 11% 11% 14% 13% Reconciliation of Cash from Operating Activities to Free Cash Flow Cash From Operating Activities 148.6$ 204.6$ 148.2$ 235.6$ 405.6$ 292.0$ Cap Ex (30.9) (27.3) (51.6) (55.9) (57.3) (80.9) Free Cash Flow 117.7$ 177.3$ 96.6$ 179.7$ 348.3$ 211.1$ Fiscal Year Ended

 
Q4 2024 Non-GAAP Reconciliations 17 Note: See tick legend on slide 19

 
2024 Non-GAAP Reconciliations 18 Note: See tick legend on slide 19

 
Non-GAAP Reconciliations Tick Legend 19 [1] Acquisition-related costs are transaction and integration costs, including legal, accounting and other professional fees, severance, stock-based compensation, and other integration related costs. These charges are primarily recorded within selling, general and administrative expenses within the Condensed Consolidated Statements of Income. Acquisition-related costs are significantly impacted by the timing and complexity of the underlying acquisition related activities and are not indicative of the Company’s ongoing operating performance. The acquisition-related costs in fiscal 2024 are associated with the acquisition of Supreme Cabinetry Brands, Inc., which was announced in the second quarter of fiscal 2024 and closed early in the third quarter of fiscal 2024, and are comprised primarily of professional fees. [2] Beginning in the second quarter of fiscal 2024 reporting, management began adding back amortization of intangible assets in calculating adjusted net income and adjusted diluted EPS for all periods presented. Non-cash amortization expenses are not indicative of the Company’s ongoing operations. Prior period information has been recast to reflect the updated presentation. [3] Restructuring charges are nonrecurring costs incurred to implement significant cost reduction initiatives and may consist of workforce reduction costs, facility closure costs, cessation of operations, and other costs to maintain certain facilities where operations have ceased, but which we are still responsible for. The restructuring charges for all periods presented include workforce reduction costs and other costs to maintain facilities that have been closed, but not yet sold. The fiscal 2024 restructuring charges also include an asset impairment charge associated with the decision to exit a leased manufacturing facility. [4] Restructuring-related charges are expenses directly related to restructuring initiatives that do not represent normal, recurring expenses necessary to operate the business, but cannot be reported as restructuring under GAAP. Such costs may include losses on disposal of inventories from exiting product lines and gains/losses on the sale of facilities closed as a result of restructuring actions. Restructuring-related adjustments are recoveries of previously recorded restructuring-related charges resulting from changes in estimates of accruals recorded in prior periods. The restructuring-related adjustments in fiscal 2023 are recoveries of previously recorded restructuring-related charges resulting from changes in estimates of accruals recorded in prior periods. [5] Non-recurring components of interest expense are one-time costs associated with the refinancing of debt facilities and usage of temporary debt facilities. The non-recurring components of interest expense were incurred in the second quarter of fiscal 2024 related primarily to non-recurring write-offs of deferred financing costs resulting from the debt restructuring transaction. These charges are classified as interest expense within the Condensed Consolidated Statements of Income and are not indicative of the Company’s ongoing operating performance. [6] Gain on sale of asset relates to a gain resulting from the sale of facilities and land on December 12, 2024. The location was previously closed in conjunction with the consolidation of our warehouse facilities to enable efficiencies and increase annual savings. This facility sold for a purchase price of $6.6 million, resulting in a $4.3 million gain recognized as a separate component of non-operating income in the Condensed Consolidated Statements of Income. [7] We exclude the impact of actuarial gains and losses related to our U.S. defined benefit pension plan as they are not deemed indicative of future operations. In addition, during 2024, the Company offered a lump-sum benefit payout option to certain plan participants related to the decision to terminate our defined benefit pension plan, resulting in a $2.9 million non-cash settlement charge. [8] Purchase accounting cost of products sold relates to the fair market value adjustment required under GAAP for inventory obtained in the acquisition of Supreme Cabinetry Brands, Inc. All inventory obtained was sold in the third quarter of 2024. [9] Separation costs represent one-time costs incurred directly by MasterBrand related to the separation from Fortune Brands. [10] In order to calculate Adjusted Net Income, each of the items described in Items [1] - [9] above reflect tax effects based upon an estimated annual effective income tax rate of 25.0 percent, inclusive of recurring permanent differences and the net effect of state income taxes and excluding the impact of discrete income tax items. Discrete items are recorded in the relevant period identified and include, but are not limited to, changes in judgment or estimates of uncertain tax positions related to prior periods, return-to-provision adjustments, the tax effect of relevant stock-based compensation items, and certain changes in valuation allowances for the realizability of deferred tax assets. Management believes this approach assists investors in understanding the income tax provision and the estimated annual effective income tax rate related to ongoing operations. [11] We exclude the impact of pre-tax impairment charges related to impairments of indefinite-lived tradenames.

 
2024 Non-GAAP Reconciliations 20

 
2024 Non-GAAP Reconciliations 21 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 52 Weeks Ended 53 Weeks Ended December 29, December 31, (U.S. Dollars presented in millions) 2024 2023 OPERATING ACTIVITIES Net income .............................................................................................................................. $ 125.9 $ 182.0 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation .................................................................................................................. 57.1 49.0 Amortization of intangibles ........................................................................................... 20.2 15.3 Restructuring charges, net of cash payments ................................................................. 10.5 (9.4) Write-off and amortization of finance fees .................................................................... 8.9 2.2 Stock-based compensation ............................................................................................ 21.9 17.8 Recognition of actuarial losses and settlement charges ................................................. 2.7 2.9 Deferred taxes ............................................................................................................... 4.6 (5.7) Changes in operating assets and liabilities: Accounts receivable ...................................................................................................... 21.7 88.1 Inventories ..................................................................................................................... (10.7) 123.6 Other current assets ....................................................................................................... (5.7) 2.1 Accounts payable .......................................................................................................... 23.8 (69.4) Accrued expenses and other current liabilities .............................................................. 3.4 17.2 Other items .................................................................................................................... 7.7 (10.1) NET CASH PROVIDED BY OPERATING ACTIVITIES.................................................................................. 292.0 405.6 INVESTING ACTIVITIES .................................................................................................................................... Capital expenditures ...................................................................................................... (80.9) (57.3) Proceeds from the disposition of assets ......................................................................... 14.6 0.4 Acquisition of business, net of cash acquired ................................................................ (514.5) — NET CASH USED IN INVESTING ACTIVITIES .............................................................................................. (580.8) (56.9) FINANCING ACTIVITIES ................................................................................................................................... Issuance of long-term and short-term debt .................................................................... 1,170.0 255.0 Repayments of long-term and short-term debt .............................................................. (862.5) (527.5) Payment of financing fees ............................................................................................. (17.8) — Repurchase of common stock ........................................................................................ (6.5) (22.0) Payments of employee taxes withheld from share-based awards .................................. (11.4) (4.0) Other items .................................................................................................................... (2.2) (1.4) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ............................................................... 269.6 (299.9) Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash......... (7.9) (1.2) NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ................ $ (27.1) $ 47.6 Cash, cash equivalents, and restricted cash at beginning of period......................................... $ 148.7 $ 101.1 Cash, cash equivalents, and restricted cash at end of period ................................................... $ 121.6 $ 148.7 Cash and cash equivalents ...................................................................................................... $ 120.6 $ 148.7 Restricted cash included in other assets .................................................................................. 1.0 — Total cash, cash equivalents and restricted cash ..................................................................... $ 121.6 $ 148.7 Reconciliation of Free Cash Flow Net cash provided by operating activities ............................................................................... $ 292.0 $ 405.6 Less: Capital expenditures ...................................................................................................... (80.9) (57.3) Free cash flow ......................................................................................................................... $ 211.1 $ 348.3

 
Prior Year to Current Year Net Sales Walk 22 Q4 % Change FY 2024 % Change 2023 Net Sales (millions) 677.1$ 2,726.2$ Volume (39.5) -6% (30.8) -1% Net ASP1 (29.9) -4% (115.0) -4% Acquisition of Supreme 60.5 9% 121.2 4% Foreign Currency (0.5) 0% (1.2) 0% 2024 Net Sales (millions) 667.7$ -1% 2,700.4$ -1% 1 Net ASP (Average Selling Price) includes price/mix and other factors that could impact this measure

 
Credit Rating and Debt Profile Rating Agency S&P Moody’s Fitch Corporate rating BB Ba2 BB+ Security rating (Unsecured debt) BB Ba3 BB+ Outlook Stable Stable Stable 1) As of June 17, 2024 $- $250 $500 $750 $1,000 20 24 20 25 20 26 20 27 20 28 20 29 20 30 20 31 20 32 20 33 20 34 Revolving Credit Facility Senior Unsecured Notes Debt Maturity Profile 5-year Revolving Credit Facility • $750 million Credit Agreement to mature in June 2029 • $405.4 million available as of Q4 2024 Credit Ratings1 Senior Unsecured Notes • $700 million Senior unsecured Notes issued in June 2024 • Maturity date of July 2032 • Fixed rate coupon of 7% 23

 
Leverage Ratios and Liquidity Flexible cost structure, low capex and high Free Cash Flow1 conversion supports the ability to drive cash flow generation across the cycles and general market conditions Leverage Ratios ($ in millions) Q4 2024 Q4 2023 Net Income (TTM) $125.9 $182.0 Adjusted EBITDA1 (TTM) $363.6 $383.4 Total Debt $1,007.8 $707.8 Net Debt1 $887.2 $559.1 Total Debt to Net Income (TTM) 8.0x 3.9x Total Debt to Adjusted EBITDA1 (TTM) 2.8x 1.8x Net Debt to Adjusted EBITDA1 (TTM) 2.4x 1.5x Liquidity and Cash Generation 52 Weeks Ended December 29, 2024 53 Weeks Ended December 31, 2023 Unrestricted Cash $120.6 $148.7 Net cash provided by operating activities $292.0 $405.6 Capital expenditures $80.9 $57.3 Free Cash Flow1 $211.1 $348.3 Historical Leverage Ratios 0.0 0.5 1.0 1.5 2.0 2.5 3.0 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Total Debt / Adjused EBITDA (TTM) Net Debt / Adjusted EBITDA (TTM) 1 Adjusted EBITDA, Net Debt, Total Debt to Adjusted EBITDA, Net Debt to Adjusted EBITDA, and Free Cash Flow are non-GAAP metrics. Please see Appendix for definitions. 24 1 1

 
v3.25.0.1
Document and Entity Information
Feb. 18, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 18, 2025
Entity Registrant Name MasterBrand, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-41545
Entity Tax Identification Number 88-3479920
Entity Address, Address Line One 3300 Enterprise Parkway, Suite 300
Entity Address, City or Town Beachwood
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44122
City Area Code 877
Local Phone Number 622-4782
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.01 per share
Trading Symbol MBC
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001941365
Masterbrand (NYSE:MBC)
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