What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-07 compared with 2024-05-08 · 232 added, 145 removed, 361 unchanged (51% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

13 Weeks Ended

Dollars presented in millions, except per share amounts) March 31,

2024 March 26,

13 Weeks Ended 26 Weeks Ended

Dollars presented in millions, except per share amounts) June 30,

2024 June 25,

2023 June 30,

2024 June 25,

NET SALES $ 676.5 $ 695.1 $ 1,314.6 $ 1,371.8

3 unchanged sentences

Amortization of intangible assets 3.7 4.0 7.4 8.0

Restructuring charges (adjustments) 0.4 ( 0.4 )

Restructuring charges 2.8 3.1 3.2 2.7

OPERATING INCOME 77.8 87.4 140.6 153.1

10 unchanged sentences

Diluted $ 0.35 $ 0.39 $ 0.63 $ 0.66

See notes to consolidated financial statements.

See notes to unaudited condensed consolidated financial statements

MasterBrand, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

13 Weeks Ended

Dollars presented in millions) March 31,

2024 March 26,

13 Weeks Ended 26 Weeks Ended

Dollars presented in millions) June 30,

2024 June 25,

2023 June 30,

2024 June 25,

NET INCOME $ 45.3 $ 51.2 $ 82.8 $ 86.2

Other comprehensive income (loss), before tax:

Other comprehensive (loss) income, before tax:

Foreign currency translation adjustments ( 10.7 ) 9.8 ( 11.8 ) 9.6

Unrealized gains on derivatives:

Unrealized holding gains arising during period 1.8 2.6

Unrealized (losses) gains on derivatives:

Unrealized holding (losses) gains arising during period ( 5.7 ) 3.9 ( 3.9 ) 6.5

reclassification adjustment for gains included in net income ( 0.8 ) ( 3.1 ) ( 1.3 ) ( 5.5 )

Unrealized gains on derivatives 1.3 0.2

Other comprehensive income, before tax 0.2 —

Unrealized (losses) gains on derivatives ( 6.5 ) 0.8 ( 5.2 ) 1.0

Other comprehensive (loss) income, before tax ( 17.2 ) 10.6 ( 17.0 ) 10.6

Income tax expense related to items of other comprehensive income — — — —

Other comprehensive income, net of tax 0.2 —

Other comprehensive (loss) income, net of tax ( 17.2 ) 10.6 ( 17.0 ) 10.6

COMPREHENSIVE INCOME $ 28.1 $ 61.8 $ 65.8 $ 96.8

See notes to consolidated financial statements.

See notes to unaudited condensed consolidated financial statements

MasterBrand, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

Dollars presented in millions) March 31,

Dollars presented in millions) June 30,

2024 December 31,

27 unchanged sentences

authorized 750.0 million shares;

129.9 million issued and 127.2 million outstanding as of March 31, 2024 ;

130.0 million issued and 127.0 million outstanding as of June 30, 2024 ;

129.1 million issued and 126.8 million outstanding as of December 31, 2023)

5 unchanged sentences

TOTAL LIABILITIES AND EQUITY $ 2,427.1 $ 2,381.7

See notes to consolidated financial statements.

See notes to unaudited condensed consolidated financial statements

MasterBrand, Inc.

1 unchanged sentence

26 Weeks Ended

Dollars presented in millions) March 31,

2024 March 26,

Dollars presented in millions) June 30,

2024 June 25,

OPERATING ACTIVITIES

4 unchanged sentences

Restructuring charges, net of cash payments 0.1 ( 12.1 )

Amortization of finance fees 0.5 0.5

Write-off and amortization of finance fees 7.5 1.0

Stock-based compensation 11.1 8.9

13 unchanged sentences

FINANCING ACTIVITIES

Issuance of long-term and short-term debt — 40.0

Repayments of long-term and short-term debt — ( 79.6 )

Proceeds from revolving credit facility borrowings — 55.0

Issuance of Senior Notes

Repayment of revolving credit facility borrowings — ( 210.0 )

Repayment of term loan ( 712.5 ) ( 9.4 )

Payment of financing fees ( 15.2 ) —

Repurchase of common stock ( 6.5 ) ( 4.1 )

6 unchanged sentences

Cash and cash equivalents at end of period $ 189.4 $ 110.2

(a) Capital expenditures of $ 4.1 million and $ 2.0 million that have not been paid as of March 31, 2024 and March 26, 2023, respectively, were excluded from the condensed consolidated statements of cash flows.

See notes to consolidated financial statements.

(a) Capital expenditures of $ 3.2 million and $ 3.0 million that have not been paid as of June 30, 2024 and June 25, 2023, respectively, were excluded from the condensed consolidated statements of cash flows.

See notes to unaudited condensed consolidated financial statements

MasterBrand, Inc.

12 unchanged sentences

Stock-based compensation 0.5 — 8.9 ( 2.9 ) — — 6.0

Balance at March 26, 2023

Stock repurchase program ( 0.4 ) — — ( 4.4 ) — — ( 4.4 )

Balance at June 25, 2023

128.1 $ 1.3 $ 8.9 $ ( 7.4 ) $ ( 3.9 ) $ 1,108.7 $ 1,107.6

3 unchanged sentences

Net income — — — — — 82.8 82.8

Other comprehensive income — — — — 0.2 — 0.2

Other comprehensive loss — — — — ( 17.0 ) — ( 17.0 )

Stock-based compensation 0.6 — 11.1 ( 5.1 ) — — 6.0

Stock repurchase program ( 0.4 ) — — ( 6.5 ) — — ( 6.5 )

Balance at March 31, 2024

Balance at June 30, 2024

127.0 $ 1.3 $ 28.9 $ ( 37.7 ) $ ( 20.7 ) $ 1,287.3 $ 1,259.1

See notes to consolidated financial statements.

See notes to unaudited condensed consolidated financial statements

MasterBrand, Inc.

7 unchanged sentences

Our fiscal 2024 will consist of 52 weeks ending on December 29, 2024, while our fiscal 2023 consisted of 53 weeks ended on December 31, 2023.

The condensed consolidated balance sheet as of March 31, 2024 , as well as the related condensed consolidated statements of income, comprehensive income, cash flows, and equity for the thirteen weeks ended March 31, 2024 and the thirteen weeks ended March 26, 2023 are unaudited.

The condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023 , as well as the related condensed consolidated statements of income, comprehensive income, cash flows, and equity for the thirteen and twenty-six weeks ended June 30, 2024 and the thirteen and twenty-six weeks ended June 25, 2023, are unaudited.

The presentation of these financial statements requires us to make estimates and assumptions that affect reported amounts and related disclosures.

3 unchanged sentences

The condensed consolidated financial statements and notes are presented pursuant to the rules and regulations of the Securities and Exchange Commission and do not contain certain information included in our audited consolidated financial statements and notes.

The 2023 condensed consolidated balance sheet was derived from our audited consolidated financial statements, but does not include all disclosures required by GAAP.

The 2023 condensed consolidated balance sheet was derived from our audited consolidated financial statements, but does not include all disclosures required by the United States Generally Accepted Accounting Principals (“GAAP”).

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 .

3 unchanged sentences

These expenses included compensation costs that we continued to pay skilled labor at the Jackson facility to enable a timely ramp up of production upon re-opening the facility on March 27, 2023, the first day of our fiscal second quarter of 2023, as well as the write-off of damaged inventory, freight costs to move product to other warehouses and professional fees to secure and maintain the site.

During fiscal 2023, we received $ 7.4 million of insurance proceeds for direct costs caused by the tornado, of which no amounts were received during the thirteen weeks ended March 26, 2023.

During fiscal 2023, we received $ 7.4 million of insurance proceeds for direct costs caused by the tornado, consisting of $ 2.2 million, $ 2.0 million and $ 3.2 million received during our second, third and fourth quarters, respectively.

Both the expenses and insurance recoveries were recorded as a component of cost of products sold in the condensed consolidated statements of income.

5 unchanged sentences

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280):

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures," which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, allowing financial statement users to better understand the components of a segment's profit or loss to assess potential future cash flows for each reportable segment and the entity as a whole.

1 unchanged sentence

The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted.

The Company is currently evaluating the impact of adopting this guidance on the condensed consolidated financial statements.

The Company is currently evaluating the impact of adopting this guidance on the condensed consolidated financial statements and will adopt this guidance when it becomes effective in our Annual Report on Form 10-K for the fiscal year ending December 29, 2024.

Improvements to Income Tax Disclosures

5 unchanged sentences

The amendments are effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted.

The Company is currently evaluating the impact of adopting this guidance on the condensed consolidated financial statements.

Revenue from Contracts with Customers

13 unchanged sentences

Obligations arise for us from customer rights to return our goods, including among others, product obsolescence, stock rotations, trade-in agreements for newer products and upon termination of a customer contract.

We estimate future product returns at the time of sale based on historical experience and record a corresponding refund obligation, which amounted to $ 1.8 million and $ 2.1 million as of March 31, 2024 and December 31, 2023, respectively.

We estimate future product returns at the time of sale based on historical experience and record a corresponding refund obligation, which amounted to $ 2.0 million and $ 2.1 million as of June 30, 2024 and December 31, 2023, respectively.

Refund obligations are classified within other current liabilities in our condensed consolidated balance sheets.

1 unchanged sentence

The Company disaggregates revenue from contracts with customers into (i) major sales distribution channels and (ii) total sales to customers by shipping location, as these categories depict the nature, amount, timing and uncertainty of revenues and cash flows that are affected by economic factors.

The following table disaggregates our consolidated revenue by major sales distribution channels and by shipping location for the thirteen weeks ended March 31, 2024 and March 26, 2023 .

13 Weeks Ended

Dollars presented in millions) March 31, 2024 March 26, 2023

The following table disaggregates our consolidated revenue by major sales distribution channels and by shipping location for the thirteen and twenty-six weeks ended June 30, 2024 and June 25, 2023 .

13 Weeks Ended 26 Weeks Ended

Dollars presented in millions) June 30, 2024 June 25, 2023 June 30, 2024 June 25, 2023

Net Sales by Channel (a)

1 unchanged sentence

Retailers (c)

231.7 238.0 474.6 496.5

92.1 78.4 172.3 149.8

Net sales $ 676.5 $ 695.1 $ 1,314.6 $ 1,371.8

2 unchanged sentences

$ 643.9 $ 656.4 $ 1,252.1 $ 1,299.8

28.7 34.4 53.9 64.6

3.9 4.3 8.6 7.4

Net sales $ 676.5 $ 695.1 $ 1,314.6 $ 1,371.8

a) Net sales by channel presented for the thirteen weeks ended March 26, 2023 have been reclassified to conform with the new format of this table, which is intended to provide a consolidated view of our net sales by channel and shipping location.

Prior to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, net sales by channel was presented for our domestic sales only.

b) Represents sales to domestic dealers whose end customers include builders, professional trades and home remodelers, inclusive of sales through our dealers’ respective internet website portals.

c) Represents sales to domestic “Do-It-Yourself” retailers, including our two largest customers:

(a) Net sales by channel presented for the thirteen and twenty-six weeks ended June 25, 2023 have been reclassified to conform with the new format of this table, which is intended to provide a consolidated view of our net sales by channel and shipping location.

Prior to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, net sales by channel were presented for our domestic sales only.

(b) Represents sales to dealers whose end customers include builders, professional trades and home remodelers, inclusive of sales through our dealers’ respective internet website portals.

1) Lowe’s and 2) The Home Depot, inclusive of sales through their respective internet website portals.

11 unchanged sentences

All provisions for allowances for doubtful collection of accounts are included in selling, general and administrative expenses.

The following table summarizes the activity for the thirteen weeks ended March 31, 2024 and March 26, 2023:

13 Weeks Ended

Dollars presented in millions) March 31, 2024 March 26, 2023

The following table summarizes the activity for the thirteen and twenty-six weeks ended June 30, 2024 and June 25, 2023:

13 Weeks Ended 26 Weeks Ended

Dollars presented in millions) June 30, 2024 June 25, 2023 June 30, 2024 June 25, 2023

Beginning balance $ 3.7 $ 8.5 $ 4.6 $ 11.6

Bad debt provision

0.1 0.3 0.1 0.7

Uncollectible accounts written off, net of recoveries ( 1.0 ) ( 2.7 ) ( 1.9 ) ( 6.2 )

1 unchanged sentence

Earnings Per Share

The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share for the thirteen weeks ended March 31, 2024 and March 26, 2023:

13 Weeks Ended

Dollars presented in millions, except per share amounts) March 31, 2024 March 26, 2023

The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share for the thirteen and twenty-six weeks ended June 30, 2024 and June 25, 2023:

13 Weeks Ended 26 Weeks Ended

Dollars presented in millions, except per share amounts) June 30, 2024 June 25, 2023 June 30, 2024 June 25, 2023

Numerator for basic and diluted earnings per share - Net income $ 45.3 $ 51.2 $ 82.8 $ 86.2

5 unchanged sentences

Diluted $ 0.35 $ 0.39 $ 0.63 $ 0.66

Approximately 1.0 million and 2.4 million shares were excluded from the calculation of diluted earnings per share for the thirteen weeks ended March 31, 2024 and March 26, 2023, respectively, because their inclusion would have been anti-dilutive.

Approximately 0.9 million and 1.0 million shares were excluded from the calculation of diluted earnings per share for the thirteen and twenty-six weeks ended June 30, 2024, respectively, and approximately 1.0 million and 2.3 million shares were excluded from the calculation of diluted earnings per share for the thirteen and twenty-six weeks ended June 25, 2023, respectively, because their inclusion would have been anti-dilutive.

Balance Sheet Information

Supplemental information on our balance sheets is as follows:

Dollars presented in millions) March 31, 2024 December 31, 2023

Supplemental information on our condensed consolidated balance sheets is as follows:

Dollars presented in millions) June 30, 2024 December 31, 2023

Raw materials and supplies $ 176.0 $ 175.1

18 unchanged sentences

Goodwill and Identifiable Intangible Assets

We had goodwill of $ 924.3 million and $ 925.1 million as of March 31, 2024 and December 31, 2023, respectively.

We had goodwill of $ 924.0 million and $ 925.1 million as of June 30, 2024 and December 31, 2023, respectively.

The change in the net carrying amount of goodwill was as follows:

3 unchanged sentences

Balance at March 31, 2024

The gross carrying value and accumulated amortization by class of intangible assets as of March 31, 2024 and December 31, 2023 were as follows:

March 31, 2024 December 31, 2023

Q2 2024 translation adjustments ( 0.3 )

Balance at June 30, 2024

The gross carrying value and accumulated amortization by class of intangible assets as of June 30, 2024 and December 31, 2023 were as follows:

June 30, 2024 December 31, 2023

Dollars presented in millions) Gross

10 unchanged sentences

Total identifiable intangibles $ 566.7 $ ( 239.9 ) $ 326.8 $ 569.2 $ ( 233.7 ) $ 335.5

There were no impairments of goodwill or indefinite-lived assets for the thirteen weeks ended March 31, 2024 .

There were no impairments of goodwill or indefinite-lived assets for the thirteen and twenty-six weeks ended June 30, 2024 .

The Company tests goodwill and indefinite-lived intangibles for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate the asset might be impaired.

There were no triggering events requiring an impairment assessment be conducted in the thirteen weeks ended March 31, 2024.

There were no triggering events requiring an impairment assessment be conducted in the thirteen and twenty-six weeks ended June 30, 2024.

However, it is possible that future changes in circumstances would require the Company to record additional non-cash impairment charges.

9 unchanged sentences

• Derivative instruments that are designated as cash flow hedges - The changes in the fair value of the derivative instrument are reported in other comprehensive income and are recognized in the condensed consolidated statements of income when the hedged item affects earnings.

In all periods presented, the recognized gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item, are recognized in cost of products sold on the condensed consolidated statements of income.

• Derivative instruments that are designated as fair value hedges - The gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item, are recognized in other expense, net on the condensed consolidated statements of income.

In all periods presented, the recognized gain or loss on the derivative instrument, as well as the offsetting gain or loss on the hedged item, are recognized in cost of products sold on the condensed consolidated statements of income.

• Derivative instruments that are designated as fair value hedges - The gain or loss on the derivative instrument, as well as the offsetting gain or loss on the hedged item, are recognized in other (income) expense, net on the condensed consolidated statements of income.

• Derivative instruments that are designated as net investment hedges - The changes in fair value of the derivative instrument are recognized in the condensed consolidated statements of income when realized upon sale or upon complete or substantially complete liquidation of the investment in the foreign entity.

As of and for the thirteen weeks ended March 31, 2024 and March 26, 2023, we have only entered into foreign currency forward contracts, some of which have been designated as fair value hedges and some of which have been designated as cash flow hedges.

As of and for the thirteen and twenty-six weeks ended June 30, 2024 and June 25, 2023, we have only entered into foreign currency forward contracts, some of which have been designated as fair value hedges and some of which have been designated as cash flow hedges.

We may enter into foreign currency forward contracts to protect against foreign exchange risks associated with certain existing assets and liabilities, forecasted future cash flows, and net investments in foreign subsidiaries.

2 unchanged sentences

The gross U.S.

dollar equivalent notional amount of all foreign currency derivative hedges outstanding at March 31, 2024 was $ 81.8 million, representing a net settlement asset of $ 3.8 million.

Based on foreign exchange rates as of March 31, 2024 , we estimate that the $ 3.5 million of net derivative gains associated with cash flow hedges and included in accumulated other comprehensive inco me as of March 31, 2024 will be reclassified to earnings within the next twelve months.

The fair values of foreign exchange derivative instruments on the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023 were:

Dollars presented in millions) Location March 31, 2024 December 31, 2023

dollar equivalent notional amount of all foreign currency derivative hedges outstanding at June 30, 2024, was $ 85.0 million, representing a net settlement liability of $ 3.0 million.

Based on foreign exchange rates as of June 30, 2024 , we estimate that the $ 3.0 million of net derivative losses associated with cash flow hedges and included in accumulated other comprehensive inco me as of June 30, 2024, will be reclassified to earnings within the next twelve months.

The fair values of foreign exchange derivative instruments on the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023 were:

Dollars presented in millions) Location June 30, 2024 December 31, 2023

Foreign exchange contracts Other current assets $ — $ 3.0

2 unchanged sentences

Total liabilities $ 3.0 $ 0.1

T he effects of cash flow hedging financial instruments included within the condensed consolidated statements of comprehensive income for the thirteen weeks ended March 31, 2024 and March 26, 2023 are presented in the table below.

The effects of cash flow hedging financial instruments included within the condensed consolidated statements of comprehensive income for the thirteen and twenty-six weeks ended June 30, 2024 and June 25, 2023 are presented in the table below.

When the hedged item affects earnings, amounts are reclassed out of accumulated other comprehensive loss and recognized as a component of cost of products sold.

1 unchanged sentence

Income for Cash Flow Hedging Relationships

13 Weeks Ended

Dollars presented in millions) March 31, 2024 March 26, 2023

13 Weeks Ended 26 Weeks Ended

Dollars presented in millions) June 30, 2024 June 25, 2023 June 30, 2024 June 25, 2023

Foreign exchange contracts:

Unrealized holding gains arising during period $ 1.8 $ 2.6

Unrealized holding (losses) gains arising during period $ ( 5.7 ) $ 3.9 $ ( 3.9 ) $ 6.5

reclassification adjustment for gains included in net income ( 0.8 ) ( 3.1 ) ( 1.3 ) ( 5.5 )

Unrealized gains on derivatives $ 1.3 $ 0.2

The effects of fair value hedging financial instruments included in other (income) expense, net on the condensed consolidated statements of income for the thirteen weeks ended March 31, 2024 and March 26, 2023 were:

Unrealized (losses) gains on derivatives $ ( 6.5 ) $ 0.8 $ ( 5.2 ) $ 1.0

The effects of fair value hedging financial instruments included in other (income) expense, net on the condensed consolidated statements of income for the thirteen and twenty-six weeks ended June 30, 2024 and June 25, 2023 were:

Amount of (Gain) Loss Recognized in Earnings

on Fair Value Hedging Relationships

13 Weeks Ended

Dollars presented in millions) March 31, 2024 March 26, 2023

13 Weeks Ended 26 Weeks Ended

Dollars presented in millions) June 30, 2024 June 25, 2023 June 30, 2024 June 25, 2023

Foreign exchange contracts:

1 unchanged sentence

Derivatives designated as hedging instruments 0.1 0.9 0.1 3.4

Net gains (losses) recognized in earnings $ 0.1 $ ( 1.4 )

Net losses recognized in earnings $ 0.1 $ — $ — $ 1.4

Fair Value Measurements

4 unchanged sentences

We do not have any assets or liabilities measured at fair value on a recurring basis that are Level 3, except for certain assumptions in estimating the fair value of indefinite-lived tradenames, as discussed in Note 8, "Goodwill and Identifiable Intangible Assets," in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 were as follows:

Dollars presented in millions) March 31, 2024 December 31, 2023

Assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 were as follows:

Dollars presented in millions) June 30, 2024 December 31, 2023

Derivative asset financial instruments (Level 2) $ — $ 3.0

2 unchanged sentences

Derivative liability financial instruments (Level 2) $ 3.0 $ 0.1

The following table provides a summary of the Company’s debt as of March 31, 2024 and December 31, 2023, including the carrying value of the debt less debt issuance costs:

March 31, 2024 December 31, 2023

The following table provides a summary of the Company’s debt as of June 30, 2024 and December 31, 2023, including the carrying value of the debt less debt issuance costs:

June 30, 2024 December 31, 2023

Dollars presented in millions) Current Long-term Current Long-term

1 unchanged sentence

Term loan due November 2027 — — 18.8 693.7

Revolving credit facility due June 2029 — — — —

7.00 % Senior Notes due 2032

— 700.0 18.8 693.7

1 unchanged sentence

Total $ — $ 688.9 $ 17.6 $ 690.2

2022 Credit Agreement

On November 18, 2022, the Company entered into a 5-year , $ 1.25 billion credit agreement, consisting of a $ 750.0 million term loan and a $ 500.0 million revolving credit facility (the “2022 Credit Agreement”).

The 2022 Credit Agreement is secured by certain assets as well as the guarantee of certain of our subsidiaries.

The $ 750.0 million term loan has quarterly required amortization payments that began in March 2023.

The 2022 Credit Agreement was secured by certain assets as well as the guarantee of certain of our subsidiaries.

The $ 750.0 million term loan had quarterly required amortization payments that began in March 2023.

T he revolving credit facility was paid in full during the third quarter of fiscal 2023, and no additional amounts have been drawn against the revolving credit facility since.

During the thirteen weeks ended September 24, 2023, the Company made total payments of $ 28.1 million on the term loan, consisting of a $ 4.7 million required payment due September 2023, and $ 23.4 million of required amortization payments due during each of the next three quarters.

We did not make any additional term loan payments during the fourth quarter of fiscal 2023 or the first quarter of fiscal 2024, and as of March 31, 2024 we are paid in advance for our next scheduled quarterly payment due during the second quarter of 2024.

Total amounts outstanding under the term loan as of both March 31, 2024 and December 31, 2023 were $ 712.5 million.

T he revolving credit facility was paid in full during the third quarter of fiscal 2023.

The revolving credit facility did not have an outstanding balance as of March 31, 2024 and December 31, 2023.

As of March 31, 2024 , the Company had $ 477.3 million of availability under its revolving credit facility, which consists of our $ 500.0 million revolving credit facility less outstanding letters of credit.

Interest rates under these facilities are variable based on the Secured Overnight Financing Rate (“SOFR”) at the time of the borrowing and the Company’s net leverage ratio, as measured by net leverage to our consolidated earnings before interest, taxes, depreciation and amortization (“Consolidated EBITDA”).

Interest rates can range from SOFR plus 1.85 percent to SOFR plus 2.60 percent.

Net leverage is defined as consolidated total indebtedness minus certain cash and cash equivalents.

Consolidated EBITDA is defined as consolidated net income before interest expense, income taxes, depreciation, amortization of intangible assets, losses from asset impairments, and certain other one-time adjustments.

The net leverage ratio may not exceed 3.875 to 1.0 at the initial borrowing through the second fiscal quarter of 2023, adjusting downward in various future quarters before settling at 3.25 to 1.0 in January 2025.

As of March 31, 2024 , the net leverage ratio may not exceed 3.5 to 1.0.

The Company also is required to maintain a minimum interest coverage ratio, defined as Consolidated EBITDA compared to consolidated interest expense, of 3.0 to 1.0.

The Company’s 2022 Credit Agreement contains additional covenants which limit or preclude certain corporate actions based upon the measurement of certain financial covenant metrics.

The Company was in compliance with all of its debt covenants as of March 31, 2024 and December 31, 2023 .

Interest paid on debt was $ 14.1 million and $ 17.4 million for the thirteen weeks ended March 31, 2024 and March 26, 2023, respectively .

Restructuring Charges (Adjustments)

For the thirteen weeks ended March 31, 2024 , we recognized restructuring charges of $ 0.4 million.

For the thirteen weeks ended March 26, 2023, we recognized $ 0.4 million of adjustments to our restructuring liability.

As such, we were not required to make, nor did we make, any required amortization payments associated with the term loan during the fourth quarter of fiscal 2023 or in the first half of fiscal 2024.

In June 2024, the Company refinanced the 2022 Credit Agreement, including extinguishing and repaying all amounts outstanding under the existing term loan facility, inclusive of accrued and unpaid interest.

As a result, there were no amounts outstanding under the term loan as of June 30, 2024.

Interest rates under the 2022 Credit Agreement were variable based on the Secured Overnight Financing Rate (“SOFR”) at the time of the borrowing and the Company’s net leverage ratio, as measured by net leverage to our consolidated earnings before interest, taxes, depreciation and amortization (“Consolidated EBITDA”).

Interest rates could range from SOFR plus 1.85 percent to SOFR plus 2.60 percent.

Net leverage was defined as consolidated total indebtedness minus certain cash and cash equivalents.

Consolidated EBITDA was defined as consolidated net income before interest expense, income taxes, depreciation, amortization of intangible assets, losses from asset impairments, and certain other one-time adjustments.

The net leverage ratio was not permitted to exceed 3.875 to 1.00 at the initial borrowing through the second fiscal quarter of 2023, adjusting downward in various future quarters before settling at 3.25 to 1.00 in January 2025.

The Company was also required to maintain a minimum interest coverage ratio, defined as Consolidated EBITDA compared to consolidated interest expense, of 3.0 to 1.0.

The Company was in compliance with all debt covenants under the 2022 Credit Agreement through the date of the June 2024 refinancing transaction and as of December 31, 2023 .

2024 Refinancing Transaction

On May 21, 2024, the Company announced it had entered into a definitive agreement (the “Merger Agreement”) to acquire Dura Investment Holdings LLC, parent company of Supreme Cabinetry Brands, Inc.

(“Supreme”), a cabinetry company, from GHK Capital Partners LP for $ 520.0 million in cash, subject to customary adjustments set forth in the Merger Agreement.

On July 10, 2024, the Company completed its acquisition of Supreme.

For more information, refer to Note 16, "Subsequent Events."

On June 27, 2024, the Company completed a private offering (the “Offering”) of $ 700.0 million aggregate principal amount of 7.00 percent Senior Notes due 2032 (the “Senior Notes”) and entered into an amended and restated credit agreement (the “2024 Credit Agreement”), which amends and restates the 2022 Credit Agreement.

The Company used the funds from the refinancing transaction, and cash on-hand, to:

1) refinance the 2022 Credit Agreement (including repaying all amounts outstanding under the existing term loan, inclusive of accrued and unpaid interest), 2) fund the previously announced acquisition of Supreme on July 10, 2024, and 3) to pay all fees and expenses related to the foregoing transactions.

The Senior Notes were issued under the Indenture dated as of June 27, 2024 (the “Indenture”) at par.

The Senior Notes are the Company’s unsecured and unsubordinated debt obligations and are guaranteed, on a senior unsecured basis, by each of the Company’s existing and future subsidiaries that are borrowers under or guarantors of the 2024 Credit Agreement.

The Senior Notes will mature on July 15, 2032.

Interest on the Senior Notes will accrue at a rate of 7.00 percent per annum and will be payable semi-annually in arrears on January 15 and July 15, beginning on January 15, 2025.

The Senior Notes had an outstanding balance of $ 700.0 million as of June 30, 2024.

As of June 30, 2024, prepaid debt issuance costs related to the Notes were $ 11.1 million and will be amortized over the term of the debt.

These costs are included in long-term debt in our condensed consolidated balance sheets.

The Company may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to July 15, 2027 at a redemption price equal to 100 percent of the principal amount of the Senior Notes redeemed plus a premium and accrued and unpaid interest.

At any time and from time to time on or after July 15, 2027, the Company may, at its option, redeem the Senior Notes, in whole or in part, at the applicable redemption price set forth in the Indenture plus, in each case, accrued and unpaid interest.

In addition, at any time and from time to time prior to July 15, 2027, the Company may, at its option, redeem up to 40 percent of the aggregate principal amount of the Senior Notes with the proceeds from certain equity offerings at the applicable redemption price set forth in the Indenture.

The Indenture contains certain covenants, including, but not limited to, limitations and restrictions on the ability of the Company and its restricted subsidiaries (as defined in the Indenture) to (i) incur additional indebtedness and guarantee indebtedness, (ii) make restricted payments, (iii) create, incur or assume liens or use assets as security in other transactions, (iv) merge, consolidate, or sell, transfer, lease or dispose of substantially all of their assets, (v) sell or transfer certain assets, (vi) enter into or conduct transactions with affiliates of the Company and (vii) agree to certain restrictions or encumbrances on the ability of restricted subsidiaries to pay dividends, make loans or advances or to otherwise transfer property or assets to the Company or other restricted subsidiaries.

These covenants are subject to a number of important conditions, qualifications, exceptions and limitations.

The Indenture also includes customary events of default.

Certain of the foregoing covenants will be suspended in the event that (i) the Senior Notes receive investment grade ratings from any two of Fitch Ratings Inc., Moody’s Investors Service, Inc.

or S&P Global Ratings and (ii) no default or event of default has occurred and is continuing under the Indenture.

The Company was in compliance with all of its debt covenants under the Indenture as of June 30, 2024.

The 2024 Credit Agreement provides for a 5 -year , $ 750.0 million revolving credit facility.

The revolving credit facility is not subject to amortization and will mature in June 2029.

The 2024 Credit Agreement is secured by certain assets as well as the guarantee of certain of our subsidiaries.

Interest rates under the revolving credit facility are variable based on the SOFR, or, at the Company’s option, at a base reference rate equal to the highest of (i) the federal funds rate plus 0.50 percent, (ii) the rate of interest last quoted by JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) as its “prime rate” and (iii) the one-month SOFR rate plus 1.00 percent (the “Base Rate”), plus, as applicable, a margin ranging from 1.625 percent to 2.25 percent per annum for SOFR-based loans and ranging from 0.625 percent to 1.25 percent per annum for Base Rate-based loans, in each case, depending on the Company’s net leverage ratio.

The Company will also pay customary agency fees and a commitment fee based on the daily unused portion of the revolving credit facility ranging from 0.20 percent to 0.30 percent per annum, depending on its net leverage ratio.

The 2024 Credit Agreement contains customary representations and warranties, affirmative covenants, and restrictive covenants.

The restrictive covenants limit the Company and its subsidiaries’ ability to, among other things, (i) incur indebtedness, (ii) create liens on the Company’s or such subsidiaries’ assets, (iii) engage in fundamental changes, (iv) make investments, (v) sell or otherwise dispose of assets, (vi) engage in sale-leaseback transactions, (vii) make restricted payments, (viii) engage in certain transactions with affiliates and (ix) enter into agreements restricting the ability of the Company’s subsidiaries to make distributions to the Company or incur liens on their assets.

The 2024 Credit Agreement also contains a financial covenant that does not permit the Company to allow its net leverage ratio to exceed (i) in the case of any fiscal quarter ending on or prior to December 31, 2024, 3.50 to 1:00 and (ii) in the case of any fiscal quarter ending on or following March 31, 2025, 3.25 to 1:00 or, if the Company consummates any material acquisition, then the Company’s net leverage ratio shall not exceed 3.75 to 1.00 for the applicable fiscal quarter in which such acquisition is consummated and the three consecutive fiscal quarters thereafter.

The Company is also required to maintain a minimum interest coverage ratio of 3.00 to 1.00.

The 2024 Credit Agreement also contains customary events of default.

The occurrence of an event of default could result in the termination of commitments under the revolving credit facility, the acceleration of all outstanding amounts thereunder and the requirement to cash collateralize outstanding letters of credit.

The Company was in compliance with all of its debt covenants under the 2024 Credit Agreement as of June 30, 2024.

The revolving credit facility did not have an outstanding balance as of June 30, 2024 and had $ 727.3 million of availability, which consists of our $ 750.0 million revolving credit facility less outstanding letters of credit.

As of June 30, 2024, prepaid debt issuance costs related to the 2024 Credit Agreement were $ 4.6 million and will be amortized over the term of the debt.

At June 30, 2024, these costs are included in other assets in our condensed consolidated balance sheets.

Interest paid on debt was $ 13.9 million and $ 28.0 million for the thirteen and twenty-six weeks ended June 30, 2024, respectively, and $ 17.8 million and $ 34.7 million for the thirteen and twenty-six weeks ended June 25, 2023, respectively.

Restructuring Charges

For the thirteen and twenty-six weeks ended June 30, 2024 , we recognized restructuring charges of $ 2.8 million and $ 3.2 million, respectively.

For the thirteen and twenty-six weeks ended June 25, 2023, we recognized restructuring charges of $ 3.1 million and $ 2.7 million.

Restructuring charges for all periods presented are largely related to severance costs and other employee-related costs in order to better align our workforce with our forecasted demand within our manufacturing footprint.

Reconciliation of Restructuring Liability

Dollars presented in millions) Balance at

March 31, 2024 Provision Cash Expenditures (a)

June 30, 2024

Workforce reduction costs $ 0.5 $ 1.9 $ ( 1.0 ) $ 1.4

Other 0.1 0.9 ( 0.9 ) 0.1

$ 0.6 $ 2.8 $ ( 1.9 ) $ 1.5

Dollars presented in millions) Balance at

March 26, 2023

Provision Cash Expenditures (a)

June 25, 2023

Workforce reduction costs $ 4.9 $ 2.4 $ ( 4.1 ) $ 3.2

Other 0.1 0.7 ( 0.7 ) 0.1

$ 5.0 $ 3.1 $ ( 4.8 ) $ 3.3

Dollars presented in millions) Balance at December 31, 2023 Provision Cash Expenditures (a)

Balance at March 31, 2024

June 30, 2024

Workforce reduction costs $ 1.3 $ 2.0 $ ( 1.9 ) $ 1.4

2 unchanged sentences

Dollars presented in millions) Balance at December 25, 2022 Provision Cash Expenditures (a)

Balance at March 26, 2023

June 25, 2023

Workforce reduction costs $ 15.3 $ 1.3 $ ( 13.4 ) $ 3.2

2 unchanged sentences

(a) Cash expenditures primarily related to severance charges.

The effective income tax rates for the thirteen weeks ended March 31, 2024, and March 26, 2023, were 23.5 percent and 26.9 percent, respectively.

The net decrease in the effective tax rate between the periods is primarily due to the mix of earnings in jurisdictions with differing tax rates, the stock compensation windfall benefit for shares which vested, state and local income taxes and deferred tax liability for foreign earnings, partially offset by changes in foreign income inclusions with offsetting foreign tax credits.

The difference between our effective income tax rate for the thirteen weeks ended March 31, 2024, and the U.S.

The effective income tax rates for the thirteen weeks ended June 30, 2024 and June 25, 2023, were 24.6 percent and 26.5 percent, respectively.

The net decrease in the effective tax rate between the periods is primarily due to the reduction in deferred tax liability for foreign earnings, discrete adjustments, including the stock compensation windfall benefit for shares which vested and changes due to final tax return filings, state and local income taxes and the mix of earnings in jurisdictions with differing tax rates, partially offset by changes in foreign income inclusions with offsetting foreign tax credits.

The difference between our effective income tax rate for the thirteen weeks ended June 30, 2024, and the U.S.

statutory rate of 21.0 percent is due to the unfavorable impact of state and local income taxes, nondeductible compensation and foreign income inclusions with offsetting tax credits, partially offset by the stock compensation windfall benefit for shares which vested and the mix of earnings in jurisdictions with differing tax rates.

The difference between our effective income tax rate for the thirteen weeks ended June 25, 2023, and the U.S.

statutory rate of 21.0 percent is due to the unfavorable changes in state and local income taxes, nondeductible compensation, foreign income inclusions with offsetting foreign tax credits and recognition of a deferred tax liability for foreign earnings, partially offset by the mix of earnings in jurisdictions with differing tax rates.

The effective income tax rates for the twenty-six weeks ended June 30, 2024 and June 25, 2023, were 24.1 percent and 26.7 percent, respectively.

The net decrease in the effective tax rate between the periods is primarily due to the mix of earnings in jurisdictions with differing tax rates, discrete adjustments, including the stock compensation windfall benefit for shares which vested and changes due to final tax return filings, state and local income taxes and deferred tax liability for foreign earnings, partially offset by changes in foreign income inclusions with offsetting foreign tax credits.

The difference between our effective income tax rate for the twenty-six weeks ended June 30, 2024, and the U.S.

statutory rate of 21.0 percent is due to the unfavorable impact of state and local income taxes, foreign income inclusions with offsetting tax credits and nondeductible compensation, partially offset by the stock compensation windfall benefit for shares which vested and the mix of earnings in jurisdictions with differing tax rates.

The difference between the Company’s effective income tax rate for the thirteen weeks ended March 26, 2023 , and the U.S.

statutory rate of 21.0 percent primarily relates to unfavorable changes in state and local income taxes, nondeductible compensation, foreign income inclusions with offsetting foreign tax credits, changes due to foreign tax return filings, recognition of a deferred tax liability for foreign earnings and the mix of earnings in jurisdictions with differing tax rates.

The difference between the Company’s effective income tax rate for the twenty-six weeks ended June 25, 2023, and the U.S.

statutory rate of 21.0 percent is due to unfavorable changes in state and local income taxes, nondeductible compensation, foreign income inclusions with offsetting foreign tax credits, recognition of a deferred tax liability for foreign earnings and changes due to foreign tax return filings, partially offset by the mix of earnings in jurisdictions with differing tax rates.

Pension and Other Postretirement Plans

2 unchanged sentences

The defined benefit pension plan has been frozen to new participants and benefit accruals were frozen for active participants on or before December 31, 2016.

During 2023, the Board of Directors of MasterBrand approved a plan to terminate the defined benefit pension plan.

During 2023, our Board of Directors approved a plan to terminate the defined benefit pension plan.

The termination and settlement process, which preserves retirement benefits due to participants but changes the ultimate payor of such benefits, is expected to take up to 24 months to complete, subject to receipt of customary regulatory approvals.

1 unchanged sentence

During 2025, we expect to complete the purchase of group annuity contracts that will transfer any remaining pension benefit obligation to an insurance company.

The components of net periodic cost (benefit) for pension and other postretirement plans for the thirteen weeks ended March 31, 2024 and March 26, 2023, respectively, are as set forth in the tables below.

The components of net periodic cost (benefit) for pension and other postretirement plans for the thirteen and twenty-six weeks ended June 30, 2024 and June 25, 2023, respectively, are as set forth in the tables below.

Service cost is classified as either a component of cost of products sold or within selling, general and administrative expenses in the condensed consolidated statements of income, based on the nature of the job responsibilities of the associates participating in the plans.

2 unchanged sentences

13 Weeks Ended 13 Weeks Ended

Dollars presented in millions) March 31, 2024 March 26, 2023 March 31, 2024 March 26, 2023

Dollars presented in millions) June 30, 2024 June 25, 2023 June 30, 2024 June 25, 2023

Service cost $ — $ — $ 0.1 $ 0.1

2 unchanged sentences

Net periodic cost (benefit) $ 0.3 $ ( 0.2 ) $ 0.2 $ 0.2

Pension Benefits Postretirement Benefits

26 Weeks Ended 26 Weeks Ended

Dollars presented in millions) June 30, 2024 June 25, 2023 June 30, 2024 June 25, 2023

Service cost $ — $ — $ 0.2 $ 0.2

Interest cost 2.6 3.2 0.2 0.1

Expected return on plan assets ( 2.0 ) ( 3.5 ) — —

Net periodic cost (benefit) $ 0.6 $ ( 0.3 ) $ 0.4 $ 0.3

Contingencies and Accrued Losses

4 unchanged sentences

Warranty expense is determined based on historic claim experience and the nature of the product category.

The following table summarizes activity related to our product warranty liability for the thirteen weeks ended March 31, 2024 and March 26, 2023.

13 Weeks Ended

Dollars presented in millions) March 31, 2024 March 26, 2023

The following table summarizes activity related to our product warranty liability for the thirteen and twenty-six weeks ended June 30, 2024 and June 25, 2023.

13 Weeks Ended 26 Weeks Ended

Dollars presented in millions) June 30, 2024 June 25, 2023 June 30, 2024 June 25, 2023

Reserve balance at the beginning of the period $ 11.6 $ 12.2 $ 12.9 $ 11.2

9 unchanged sentences

The Company regularly undergoes tax audits in various jurisdictions in which our products are sold or manufactured.

In the future, such costs or an unfavorable outcome could have a material impact on our condensed consolidated results of operations, cash flows and financial condition.

In the future, costs related to such audits or an unfavorable outcome could have a material impact on our condensed consolidated results of operations, cash flows and financial condition.

Following an audit for the 2018 tax year, the Mexican tax administration service, the Servicio de Administración Tributaria, (the “SAT”), issued a tax assessment in the amount of approximately $ 54.9 million to our subsidiary, Woodcrafters Home Products, S.

2 unchanged sentences

In order to prevent the 2018 tax year from further audit by the SAT, the Company has filed an action to declare this annulment final in the specialized court of trade and customs in Monterrey, Nuevo Leon, Sala Especializada en Materia de Comercio Exterior y Auxiliar – Noreste, Tribunal Federal de Justicia Administrativa.

We reserved an immaterial amount related to the 2018 tax year audit as our best estimate of our probable liability as of March 31, 2024 and December 31, 2023.

We reserved an immaterial amount related to the 2018 tax year audit as our best estimate of our probable liability as of June 30, 2024 and December 31, 2023.

While we cannot predict with certainty the outcome of any future review relating to the 2018 tax year or other open tax years, based on currently known information, we believe our risk of additional loss is remote and not estimable.

1 unchanged sentence

We reserve for remediation activities to clean up potential environmental liabilities as required by federal and state laws based on our best estimate of undiscounted future costs, excluding possible insurance recoveries or recoveries from other third parties.

There were no material environmental accruals as of March 31, 2024 and December 31, 2023.

There were no material environmental accruals as of June 30, 2024 and December 31, 2023.

Accumulated other comprehensive loss

1 unchanged sentence

It includes currency translation gains and losses, realized gains and losses from derivative instruments designated as cash flow hedges, and defined benefit plan adjustments.

The after-tax components of and changes in accumulated other comprehensive loss for the thirteen weeks ended March 31, 2024 and March 26, 2023 were as follows:

The after-tax components of and changes in accumulated other comprehensive loss for the thirteen and twenty-six weeks ended June 30, 2024 and June 25, 2023 were as follows:

Dollars presented in millions) Foreign

5 unchanged sentences

(Loss) Income

Balance at December 31, 2023 $ 4.1 $ 2.2 $ ( 10.0 ) $ ( 3.7 )

Amounts classified into accumulated other comprehensive (loss) income ( 1.1 ) 1.8 — 0.7

Balance at March 31, 2024 $ 3.0 $ 3.5 $ ( 10.0 ) $ ( 3.5 )

Amounts classified into accumulated other comprehensive loss ( 10.7 ) ( 5.7 ) — ( 16.4 )

Amounts reclassified into earnings — ( 0.8 ) — ( 0.8 )

Net current period other comprehensive (loss) income ( 1.1 ) 1.3 — 0.2

Net current period other comprehensive loss ( 10.7 ) ( 6.5 ) — ( 17.2 )

Balance at June 30, 2024 $ ( 7.7 ) $ ( 3.0 ) $ ( 10.0 ) $ ( 20.7 )

Balance at March 26, 2023 $ ( 8.2 ) $ 3.0 $ ( 9.3 ) $ ( 14.5 )

Amounts classified into accumulated other comprehensive income 9.8 3.9 — 13.7

Amounts reclassified into earnings — ( 3.1 ) — ( 3.1 )

Net current period other comprehensive income 9.8 0.8 — 10.6

Balance at June 25, 2023 $ 1.6 $ 3.8 $ ( 9.3 ) $ ( 3.9 )

Dollars presented in millions) Foreign

Adjustments Derivative

Gain (Loss) Pension and Other

Postretirement Plans

Adjustments Accumulated

Comprehensive

(Loss) Income

Balance at December 31, 2023 $ 4.1 $ 2.2 $ ( 10.0 ) $ ( 3.7 )

Amounts classified into accumulated other comprehensive (loss) income ( 0.2 ) 2.6 — 2.4

Amounts classified into accumulated other comprehensive loss ( 11.8 ) ( 3.9 ) — ( 15.7 )

Amounts reclassified into earnings — ( 1.3 ) — ( 1.3 )

Net current period other comprehensive (loss) income ( 0.2 ) 0.2 — —

Balance at March 26, 2023 $ ( 8.2 ) $ 3.0 $ ( 9.3 ) $ ( 14.5 )

The amounts recorded in accumulated other comprehensive loss for the thirteen weeks ended March 31, 2024 and March 26, 2023 were as follows:

Dollars presented in millions) 13 Weeks Ended

Details about Accumulated Other

Comprehensive Loss Components March 31, 2024 March 26, 2023

Foreign currency translation adjustments

$ ( 1.1 ) $ ( 0.2 )

Cash flow hedges

Unrealized holding gains arising during period

Tax expense — —

Net of tax $ 1.8 $ 2.6

Total amounts recorded in accumulated other comprehensive loss for the period

The reclassifications out of accumulated other comprehensive loss for the thirteen weeks ended March 31, 2024 and March 26, 2023 were as follows:

Dollars presented in millions) 13 Weeks Ended

Details about Accumulated Other

Comprehensive Loss Components March 31, 2024 March 26, 2023 Affected Line Item in the Consolidated Statements of Income

Cash flow hedges

Reclassification adjustment for gains included in net income

$ ( 0.5 ) $ ( 2.4 ) Cost of products sold

— — Tax expense

$ ( 0.5 ) $ ( 2.4 ) Net of tax

Total reclassifications for the period $ ( 0.5 ) $ ( 2.4 ) Net of tax

Net current period other comprehensive loss ( 11.8 ) ( 5.2 ) — ( 17.0 )

Balance at June 30, 2024 $ ( 7.7 ) $ ( 3.0 ) $ ( 10.0 ) $ ( 20.7 )

Balance at December 25, 2022 $ ( 8.0 ) $ 2.8 $ ( 9.3 ) $ ( 14.5 )

Amounts classified into accumulated other comprehensive income 9.6 6.5 — 16.1

Amounts reclassified into earnings — ( 5.5 ) — ( 5.5 )

Net current period other comprehensive income 9.6 1.0 — 10.6

Balance at June 25, 2023 $ 1.6 $ 3.8 $ ( 9.3 ) $ ( 3.9 )

Stock Repurchase Program

On May 9, 2023, we announced our authorization of a stock repurchase program under which we may repurchase up to $ 50.0 million of MasterBrand common stock over a twenty-four month period at management’s discretion for general corporate purposes.

On May 9, 2023, we announced our Board of Directors’ authorization of a stock repurchase program under which we may repurchase up to $ 50.0 million of our common stock over a twenty-four month period at management’s discretion for general corporate purposes.

As a result of this authorization, we may repurchase shares from time to time through open market purchases, privately-negotiated transactions, block trades or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

1 unchanged sentence

We may limit or terminate the repurchase program at any time.

During the thirteen weeks ended March 31, 2024, we repurchased 104,000 shares of our common stock under this program.

The shares were repurchased at a cost of approximately $ 1.9 million, or an average of $ 18.29 per share, during the thirteen weeks ended March 31, 2024.

As of March 31, 2024, $ 26.1 million remained authorized for purchase under our stock repurchase program.

During the thirteen and twenty-six weeks ended June 30, 2024, we repurchased 267,499 and 371,499 shares of our common stock under this program, respectively.

The shares were repurchased at a cost of approximately $ 4.6 million and $ 6.5 million, respectively, or an average of $ 17.30 and $ 17.58 per share, respectively, during the thirteen and twenty-six weeks ended June 30, 2024.

During the thirteen and twenty-six weeks ended June 25, 2023, we repurchased 404,858 shares of our common stock under this program.

The shares were repurchased at a cost of approximately $ 4.4 million, or an average of $ 10.89 per share, during the thirteen and twenty-six weeks ended June 25, 2023.

As of June 30, 2024, $ 21.5 million remained authorized for purchase under our stock repurchase program.

Subsequent Events

On July 10, 2024, we completed our previously announced acquisition of Supreme, a cabinetry company, from GHK Capital Partners LP for $ 520.0 million in cash, subject to customary adjustments set forth in the Merger Agreement.

Supreme is a domestic manufacturer of residential cabinetry with a portfolio of product lines significantly focused on premium products.

Supreme, with manufacturing facilities located in Minnesota, Iowa and North Carolina, and its two brands, Dura Supreme and Bertch cabinetry, crafts framed and frameless cabinetry for a nationwide network of dealers.

We funded the acquisition with a combination of cash on hand and $ 430.0 million of proceeds from the revolving credit facility provided for by the 2024 Credit Agreement (see Note 9, “Debt” for further details).

We are currently in the process of determining the initial purchase accounting for this transaction.

Based on the timing of the acquisition and lack of available information, we determined it to be impracticable to disclose a preliminary purchase price allocation at this time.

The Company incurred $ 4.4 million of acquisition-related costs associated with the transaction in the second quarter of 2024, which are recorded within selling, general and administrative expenses in the condensed consolidated statements of income.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements