FALSE0001941365877622-47823300 Enterprise Parkway, Suite 300BeachwoodOhio00019413652024-05-082024-05-08

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): May 8, 2024
________________________
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 7.01.    Regulation FD Disclosure
On May 8, 2024, MasterBrand, Inc. (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 99.1 and incorporated by reference herein.

The information in this Item 7.01 and Item 9.01, 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
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: May 8, 2024
By:/s/ R. David Banyard, Jr.
Name:R. David Banyard, Jr.
Title:President & Chief Executive Officer

Q1 2024 Investor Presentation May 8, 2024


 
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, 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 1Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP metrics. Please see appendix for a reconciliation of Adjusted EBITDA to Net Income, the calculation of Adjusted EBITDA margin and definitions. MasterBrand at a glance $2.7 billion 2023 Net sales ~65% Net sales to R&R 4,400+ Dealer network $383 million 2023 Adjusted EBITDA1 12,000+ Employees 20 Manufacturing facilities MasterBrand key financial metrics 3 $2.4 $2.5 $2.9 $3.3 $2.7 11% 12% 11% 13% 14% -1% 1% 3% 5% 7% 9% 11% 13% 15% $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 $3.5 2019 2020 2021 2022 2023 Net Sales ($B) Adjusted EBITDA Margin1


 
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 TODAY TOMORROW Industry Leader Largest distribution network Product & Brand Portfolio Unmatched by peers Operational Excellence At scale


 
ESG HIGHLIGHTS INTRODUCING MASTERBRAND CREATING A POSITIVE IMPACT ENVIRONMENTAL SOCIAL GOVERNANCE At MasterBrand, we have built a foundation of best practices for doing what is right for people and the environment. We believe that the high standards by which we conduct our business will help us to build on our strengths and continually improve how we measure and monitor our progress on our ESG-related initiatives. We follow sustainable wood sourcing practices We are committed to building an inclusive and diverse workforce We have sustained an OSHA recordable rate close to 1, less than 1/3 industry average Over 80% of our board has prior board experience Our top leadership has comprehensive oversight of our organization The people of MasterBrand make a difference every day in meaningful ways. From caring about each other to serving the communities in which we live, we are fostering a more sustainable world… The MasterBrand Way. At MasterBrand, we are proud of our 70-year heritage that has made us the number one North American residential cabinet manufacturer. We realize that with this status comes an even greater responsibility to do what is right for our stakeholders including customers, shareholders, dealers, supply chain partners, our team members and the communities in which we live and work. • We implement programs to recycle and repurpose our wood waste • 80% of our 2022 hardwood spend derived from supply originating in North America • We are a National Forest Foundation partner and Yellowstone Forever supporter • Our Always Aware safety program is focused on creating a Zero Injury culture • MasterBrand is a leader in employee safety • 44% female executive management team, 33% female board, and over 37% POC associates in the U.S. • We support employee resource groups, flexible work environments, DE&I training and robust wellness benefits • We have a separate Chairman and CEO structure • We maintain a Code of Business Conduct and Ethics and Supplier Code of Conduct • We have established a dedicated Nominating, Environmental, Social, and Governance Committee We follow comprehensive supplier audit process 5


 
Industry Leading Customer Base 6 50% 27% 13% 10% Dealer Retail: In Stock Retail: Semi-Custom Builder MasterBrand channel mix 50% Dealer: provide customer education, service and design consultation 27% In-stock retail: standard products with little customization 13% Semi-custom retail: common box but offer some customization 10% Builder: sold directly and highly levered to single-family housing starts MasterBrand has leadership in dealer channel... Source: MasterBrand estimates as of February 27, 2024 Overview of primary sales channels Dealer Channel Retailers / Home Center Channel Builder Channel Channel Size % of total $7.5bn ~61% $3.3bn ~27% $1.4bn ~12% Primary End Market Exposure R&R / New Home Construction R&R New Home Construction Customer Concentration Low (25,000+ Nationally) High (Top 3 represent ~60%) Medium (Growing trend of National Homebuilder Consolidation) Fragmented network: Requires scale to address and allows a variety of consumer touch points Multi-brand strategy: Dealers offer multiple brands, enabling trade up and down to drive sales High switching costs: Physical showroom investments and sales training drive retention …and why it matters


 
7 Multi-Branded Strategy Across Price Points and Products ~55% ~40% ~100% ~33% ~60% ~12% 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 Source: MasterBrand filings; MasterBrand estimates as of February 27, 2024. MasterBrand offers the most diverse product portfolio and covers the price spectrum


 
Integrated Manufacturing Network & Strong Track Record of Continuous Improvement 8  Footprint optimization  Process improvement tools to simplify product portfolio MANTRA brand sales grew 85% CAGR from 2019 to 2023  Continuous improvement culture Facility improvements significantly reduced labor required to produce the same volume of cabinets  Efficient capital spending profile Streamlined number of door styles and finishes offered, while retaining customization 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 + + + Networked manufacturing footprint Capability duplication aligned to demand Aligned product continuum Assets Capabilities Product Specs MasterBrand’s strategic transformation initiatives have created >$90 million of cumulative annual savings to date


 
Plant C Plant D Plant E Plant F StockMTO 5 Networks PLANT NETWORKS 23 Independent Plants to MANUFACTURING FLEXIBILITY 1 Quarter facility transition from MTO to stock 1 Facility moved FACILITY RATIONALIZATION 2 Facilities closed Plant A Closed Apr-21 Plant B Closed Oct-22 Targeted manufacturing moved abroad Mar-22 A ch ieved In -p rocessCOMMON CONSTRUCTION 10+ Platforms to 4 Platforms ~56% Reduction in Doors ~70% Reduction in Paints and Stains ~40% Reduction in Species Align to Grow 9 Stock MTO Framed Frameless Simplified manufacturing to fulfill market needs Reduced complexity enables improved services and quality Vanities


 
Lead Through Lean 10 2021 2022 - 2024 2025 and beyond Best Place to Work Rewards & Recognition Talent Strategy Associate Engagement Lean Foundational Tools Three years into our journey, we’re progressing toward our vision of being a best place to work ASSOCIATE ENGAGEMENT REWARDS & RECOGNITION LEAN FOUNDATION TOOLS TALENT STRATEGY BEST PLACE TO WORK Consistent opportunities to strengthen lean skills with 266 formal kaizen events in 2023 Continued evolution of Best Place to Work, supported by three robust processes Lead Through Lean further improved engagement scores in 2023 Since inception over 400K peer-to-peer recognition awards given Talent Philosophy & Success Model provides consistent lexicon and code for all associates around talent processes


 
Simplify and Automate Backoffice Processes Enhance Customer Experience Digitize our Plants Leveraging Data and Analytics to Unlock Shareholder Value 11


 
Q1 2024 Highlights 12 • Net sales decline was primarily driven by y-o-y growth from customers serving the new construction market, offset by anticipated volume declines in the R&R market as well as a softening in net ASP, due to trade down activity and a return to normal targeted promotions. • Adjusted EBITDA margin1 expanded y-o-y due to cost savings from our strategic initiatives and continuous improvement efforts which more than offset the negative impact of trade downs. • Relatively strong Free Cash Flow1 compared to historical first quarter performance, especially in light of some of the larger cash uses. Financial Results 1Adjusted Diluted EPS, Adjusted EBITDA, Adjusted EBITDA Margin, and Free Cash Flow are non-GAAP metrics. Please see the Appendix for a reconciliation of Adjusted EBITDA to Net Income, the calculation of Adjusted EBITDA Margin, a reconciliation of Diluted EPS to Adjusted Diluted EPS, and Free Cash Flow and definitions. ($ in millions, except per share amounts) Q1 2024 Q1 2023 B/(W) Net Sales $638.1 $676.7 (5.7%) Gross Profit $204.7 $204.6 0.0% Gross Profit Margin 32.1% 30.2% 190 bps SG&A $137.8 $135.3 1.8% Net Income $37.5 $35.0 7.1% Adjusted EBITDA1 $79.4 $81.5 (2.6%) Adjusted EBITDA1 Margin 12.4% 12.0% 40 bps Diluted EPS (GAAP) $0.29 $0.27 7.4% Adjusted Diluted EPS1 $0.29 $0.28 3.6% Free Cash Flow1 $11.7 $59.2 (80.2%)


 
Near-Term Expectations Full Year 2024 Outlook1 • Continued effect of trade downs and a more normalized pricing environment, including customary promotions. • Assumes big ticket repair and remodel will lag smaller ticket items, resulting in a timing difference between our net sales and a broad R&R market recovery. • Ability to flex manufacturing, coupled with strategic initiatives and continuous improvement efforts will allow us to offset the impact of softer sales and further invest in the business. • Free cash flow in excess of adjusted net income for 2024 • Taking opportunity to further invest and position ourselves for future growth when a more robust demand environment returns. Drivers Market Growth Low Single-Digit % Decline North American Cabinets Market MasterBrand Low Single Digit % Decline to Flat Net Sales $370-$400 million Adjusted EBITDA2 ~14.0%-14.5% Adjusted EBITDA2 Margin ~$1.40-$1.60 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 13 1This outlook information was presented by the Company on its Fourth Quarter 2023 Earnings Conference Call on February 26, 2024, 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. 2Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted Diluted EPS 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 1This 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. 2Adjusted 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 EBITDA2 Margin 14 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 diluted earnings per share (“adjusted diluted EPS”), free cash flow, 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 diluted EPS is a measure of our diluted earnings per share excluding non-operational results and special items. 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. As required by SEC rules, see the following pages of this presentation for detailed reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measure. We have not provided a reconciliation of our fiscal 2024 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 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. 16


 
Full Year Non-GAAP Reconciliations 17 December 29, December 27, December 26, December 25, December 31, (In millions, except percentages) 2019 2020 2021 2022 2023 Reconciliation of Net Income to EBITDA to ADJUSTED Net income (GAAP) 100.7$ 145.7$ 182.6$ 155.4$ 182.0$ Related party interest income, net (0.1) (2.4) (4.6) (12.9) - Interest expense - - - 2.2 65.2 Income tax expense 34.5 50.5 55.7 58.0 56.7 Depreciation expense 44.3 48.0 44.4 47.3 49.0 Amortization expense 17.8 17.8 17.8 17.2 15.3 EBITDA (Non-GAAP Measure) 197.2$ 259.6$ 295.9$ 267.2$ 368.2$ [1] Net cost savings as standalone company 5.8 14.4 14.3 44.4 - [2] Separation costs - - - 15.4 2.4 [3] Restructuring charges 10.2 6.1 4.2 25.1 10.1 [4] Restructuring-related items 0.5 5.3 3.7 12.7 (0.2) [5] Asset impairment charges 41.5 9.5 - 46.4 - [6] Recognition of actuarial gains - - - 0.2 2.9 Adjusted EBITDA (Non-GAAP Measure) 255.2$ 294.9$ 318.1$ 411.4$ 383.4$ NET SALES 2,388.7$ 2,469.3$ 2,855.3$ 3,275.5$ 2,726.2$ Adjusted EBITDA Margin % 11% 12% 11% 13% 14% Fiscal Year Ended


 
Q1 2024 Non-GAAP Reconciliations 18 13 Weeks Ended March 31, March 26, (U.S. Dollars presented in millions, except per share amounts and percentages) 2024 2023 1. Reconciliation of Net Income to EBITDA to ADJUSTED EBITDA Net income (GAAP) $ 37.5 $ 35.0 Interest expense 14.1 17.4 Income tax expense 11.5 12.9 Depreciation expense 12.2 11.3 Amortization expense 3.7 4.0 EBITDA (Non-GAAP Measure) $ 79.0 $ 80.6 [1] Separation costs — 1.6 [2] Restructuring charges (adjustments) 0.4 (0.4) [3] Restructuring-related adjustments — (0.3) Adjusted EBITDA (Non-GAAP Measure) $ 79.4 $ 81.5 2. Reconciliation of Net Income to Adjusted Net Income Net Income (GAAP) $ 37.5 $ 35.0 [1] Separation costs — 1.6 [2] Restructuring charges (adjustments) 0.4 (0.4) [3] Restructuring-related adjustments — (0.3) [4] Income tax impact of adjustments (0.1) (0.2) Adjusted Net Income (Non-GAAP Measure) $ 37.8 $ 35.7 3. Earnings per Share Summary Diluted EPS (GAAP) $ 0.29 $ 0.27 Impact of adjustments $ — $ 0.01 Adjusted Diluted EPS (Non-GAAP Measure) $ 0.29 $ 0.28 Weighted average diluted shares outstanding 130.5 129.5 4. Profit Margins Net Sales $ 638.1 $ 676.7 Gross Profit $ 204.7 $ 204.6 Gross Profit Margin % 32.1 % 30.2 % Adjusted EBITDA Margin % 12.4 % 12.0 %


 
Q1 2024 Non-GAAP Reconciliations 19


 
v3.24.1.u1
Document and Entity Information
May 08, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 08, 2024
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

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