2022 ANNUAL REPORT
Our Mission
We make life and living better by designing and producing doors that address
human needs for comfort, safety, security and convenience.
Doors That Do More™
Every Masonite® exterior fiberglass door with our 4-Point
Performance Seal is 64% better at keeping air and water
out than the leading competitor. Our 4-Point Performance
Seal sets the Masonite® Performance Door System apart
from the rest. It’s made with Endura® components for
superior energy efficiency, performance and comfort.
LETTER TO OUR SHAREHOLDERS
Dear Shareholders,
I am pleased to report that 2022 was another year of solid
performance for Masonite. We delivered strong financial results and
made significant progress in executing our Doors That Do More™
strategy to position the company for long-term sustainable growth.
We increased Net Sales by 11%, Adjusted EBITDA* by 8%,
Adjusted Earnings Per Share (EPS)* by 19% and Return On
Invested Capital (ROIC)* by 400 basis points. At the same
time, we reinvested over $100 million of capital back into our
business, increased our total addressable market with the
acquisition of Endura Products and repurchased $149 million in
outstanding shares to further enhance shareholder returns.
Our management team has established an impressive three-year
track record of performance with double-digit compound annual
growth rates on our key financial metrics. This has not been easy,
and I am grateful to all of our dedicated employees across the
company who helped achieve these results despite the considerable
macroeconomic headwinds and volatility we faced along the way.
THREE-YEAR COMPOUND ANNUAL GROWTH
+10%
NET SALES
+16%
ADJ. EBITDA*
+39%
ADJ. EPS*
+29%
ROIC*
$2.9B
$2.6B
$2.2B
$2.3B
$446M
$413M
$364M
$283M
$9.73
$8.16
18.2%
14.0%
$6.15
$3.66
8.4%
9.0%
2019
2020
2021
2022
2019
2020
2021
2022
2019
2020
2021
2022
2019
2020
2021
2022
*Non-GAAP financial measure. See “Non-GAAP Financial Measures” at the end of the report for definitions, other information and reconciliations.
LETTER TO SHAREHOLDERS
RS THATAA DO MORE™ STRATEAA GIC PILLARS
Deliver Reliable
Supply
Drive Product
Leadership
Win the
Sale
DOORS THAT DO MORE™ STRATEGY
An important enabler of our growth over the past three years has been tight organizational
alignment around our Doors That Do More™ strategy. The strategy has three pillars focused on
delivering reliable supply with operational excellence, driving product leadership with innovation
and winning the sale with engaging marketing. I believe that expanding our capabilities in
these three key areas is building a competitive advantage for Masonite that will be instrumental
in our ability to continue to outperform the market regardless of the business cycle.
In 2022, we made meaningful progress on each of our three Doors That Do More™ strategic pillars.
DELIVERING RELIABLE SUPPLY
We endeavor to be the preferred business partner in our markets by consistently delivering high-
quality products and outstanding service. We recognize the value that our customers put on reliability,
and our work in this area is relentless. In the past year we completed over 3,000 Mvantage continuous
improvement Kaizen events throughout our operations, targeting improvements in safety, efficiency
and service levels. We also opened two new production facilities to modernize our global network,
while taking actions to further diversify our global supply chain and make it more resilient.
The new Masonite plant in Fort Mill, SC was designed for optimal safety, efficiency, and quality based on
best practices from our global manufacturing network.
LETTER TO SHAREHOLDERS
Always Connected. Always Protected.
DRIVING PRODUCT LEADERSHIP
Our mission at Masonite is to make life and
living better by designing and producing doors
that address human needs for comfort, safety,
convenience and style. In 2022 we rolled out
several innovative new products including the
award-winning Masonite® M-Pwr™ Smart Doors,
as well as the new Masonite® Performance Door
System, which is 64% better at keeping out air and
water than the leading competitor. We also drove
awareness of our other value-added offerings
such as solid core doors, which offer homeowners
increased privacy. These initiatives allowed us
to benefit from tangible mix improvements in
both our interior and exterior door sales.
Make Masonite® Solid Core
Doors The Standard
*
*********tttttttttttthhhhhhhhhhhhhaaaaaaaaaaaaaannnnnnnn ooooooooouuuuuuuuuuuuuuurrrrrrrrr sssssssssttttttttttttttttaaaaaaaaaaannnnnnnnnnnddddddddddddddddaaaaaaaaaaaaarrrrrrddddddddddddd hhhhhhhhhhhhhoooooooooooooooolllllllllllllllllllloooooooooooowwwwwwwwwwwwwwwwwwww cccccccccccoooooooooooooorrrrrrrrrrrreeeeeeeeee dddddddddddddddddooooooooooooooooooooooooooooooorrrrrrrrrrsssssssssss
WINNING THE SALE
On top of having great products and great
service, we are aggressively working to build
the Masonite brand and deepen customer
relationships. In 2022 our activities in this area
included upgrading in-store displays, executing
*
targeted online marketing campaigns, and
creating digital assets to inspire customers
embarking on a new home build or remodeling
project. We also upgraded production for
millions of our pre-hung doors to use Masonite
branded hinges so homeowners will instantly
know they have high-quality Masonite doors.
LETTER TO SHAREHOLDERS
ACQUISITION OF ENDURA PRODUCTS
In the fourth quarter of 2022 we announced the acquisition
of Endura Products, our first major acquisition since we
launched the Doors That Do More™ strategy. Endura is a leading
innovator and manufacturer of high-performance door frames
and door system components, and the combination of the
two companies is a natural fit. Key product lines include:
■ Engineered Frames
■ Installation Accessories
■ French Door Astragals
■ Weather Stripping
■ Multi-point Locks
■ Sills & Sealing Systems
We have worked together with Endura for more than 25 years
and recently collaborated on M-Pwr™ Smart Doors and the
Masonite® Performance Door System. We are excited about
the future potential for this business, and our combined team
is already actively engaged in developing new concepts to
further unlock the potential of fully integrated door systems.
LOOKING TO THE FUTURE
We have entered 2023 with a strong record of performance,
a very healthy financial position that allows for continued
investment and great new assets to leverage in executing
our strategy. The outlook for residential construction and
building products this year is uncertain, but we are confident
in the long-term market fundamentals. I expect that when
demand ultimately rebounds, it will bring opportunities
for Masonite to accelerate our growth. In the meantime,
we have developed a comprehensive 2023 playbook with
initiatives aimed at supporting margins with strong price-
cost management, driving commercial and operational
efficiencies, reducing working capital and continuing to
invest in our Doors That Do More™ strategic priorities.
LETTER TO SHAREHOLDERS
As a company founded in 1925 by turning waste into worth, we remain committed to achieving our
goals in the context of sustainability. I firmly believe that we will continue to do well by doing good
for our employees, our communities and for the environment. This underpins both our company’s
purpose, “We Help People Walk Through Walls,” and our company’s Environmental, Social and
Governance strategy of “Renewed Responsibility.” In our ESG report to be published later this
year, I look forward to sharing with you more about our accomplishments in these areas.
To all of our stakeholders, we appreciate your support and confidence in Masonite. We remain
focused on delivering continued growth and outperformance in our markets. We believe we
have the right people, the right strategy and the right assets to achieve these objectives. We
are evolving every day into a stronger company with a more valuable brand, and we invite
you to continue to invest with us to capture the benefit of the value we are creating.
Howard C. Heckes
President and Chief Executive Officer
Masonite International Corporation
March 29, 2023
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 10-K
____________________________
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiff scal year ended January 1, 2023
or
☐ TRARR NSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period frff om _____ to _____
Commission File Number: 001-11796
____________________________
Masonite International Corporation
(Exact name of registrant as specififf ed in its charter)
____________________________
British Columbia, Canada
98-0377314
(State or other jurisdiction of incorpor
rr
ation or organization)
(I.R.S. Employer Identififf cation No.)
2771 Rutherforff d Road
Concord, Ontario L4K 2N6 Canada
(Address of principal executive offff iff ces, zip code)
(800) 895-2723
(Registrant’s telephone number, including area code)
____________________________
Securities Registered Pursuant to Section 12(b) of the Act:
Common Stock (no par value)
(Title of class)
DOOR
(Trading symbol)
New York Stock Exchange
(Name of exchange on which registered)
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defiff ned in RulRR e 405 of the Securities Act. Yes ☒ No o
Indicate by check mark if the registrant is not required to fiff le reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ☒
Indicate by check mark whether the registrant: (1) has fiff led all reports required to be fiff led by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or forff
such fiff ling requirements forff
such shorter period that the registrant was required to fiff le such reports), and (2) has been subject to
the past 90 days. Yes ☒ No o
Indicate by check mark whether the registrant has submitted electronically everyrr
405 of Regulation S-T (§232.405 of this chapta er) during the preceding 12 months (or forff
submit such fiff les). Yes ☒ No ¨
Interactive Data File required to be submitted pursuant to RulRR e
such shorter period that the registrant was required to
Indicate by check mark whether the registrant is a large accelerated fiff ler, an accelerated fiff ler, a non-accelerated fiff ler, smaller reporting company, or
an emerging growth company. See the defiff nitions of “large accelerated fiff ler,” “accelerated fiff ler,” “smaller reporting company,” and “emerging
growth company” in RulRR e 12b-2 of the Exchange Act.
Large accelerated fiff ler
Non-accelerated fiff ler
☒
☐
Accelerated fiff ler
Smaller reporting company
Emerging growth company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forff
any new or revised fiff nancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
complying with
Indicate by check mark whether the registrant has fiff led a report on and attestation to management's assessment of the effff eff ctiveness of its internal
control fiff nancial reporting under Section 404(b) of the Sarbar nes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting fiff rm that
prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the fiff nancial statements of the registrant included in
the fiff ling reflff ect the correction of an error to previously issued fiff nancial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recoveryrr analysis of incentive-based compensation
received by any of the registrant's executive offff iff cers during the relevant recoveryrr period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defiff ned in RulRR e 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 3, 2022, the last business day of the registrant’s most recently completed second fiff scal quarter, the aggregate market value of the shares
of voting common stock held by non-affff iff liates of the registrant, computed by refeff rence to the closing sales price of such shares on the New York
Stock Exchange on July 3, 2022, was $1.7 billion.
Indicate by check mark whether the registrant has fiff led all documents and reports required to be fiff led by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of the securities under a plan confiff rmed by a court. Yes ☒ No ☐
The registrant had outstanding 22,179,074 shares of Common Stock, no par value, as of Februar
ryrr 24, 2023.
DOCUMENTS INCORPORARR TED BY REFERENCE
Portions of the registrant’s defiff nitive Proxy Statement forff
to be fiff led with the Securities and Exchange Commission not later than 120 days aftff er Januaryrr 1, 2023, are incorpor
Items 10-14 of this Annual Report on Form 10-K.
r
its 2023 Annual General Meeting of Shareholders scheduled to be held on May 11, 2023,
ated by refeff rence into Part III,
MASONITE INTERNATIONAL CORPORARR TION
INDEX TO ANNUAL REPORT ON FORM 10-K
January 1, 2023
PART I
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
PART II
Item 5
Item 6
Item 7
Business
Risk Factors
Unresolved Staffff Comments
Properties
Legal Proceedings
Mine Safeff ty Disclosures
Market forff Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
[Reserved]
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A
Quantitative and Qualitative Disclosures About Market Risk
Item 8
Item 9
Item 9A
Item 9B
Item 9C
PART III
Item 10
Item 11
Item 12
Item 13
Item 14
PART IV
Item 15
Item 16
Financial Statements and Supplementaryrr Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Inforff mation
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Offff iff cers and Corpor
r
ate Governance
Executive Compensation
Security Ownership of Certain Benefiff cial Owners and Management and Related
Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibit and Financial Statement Schedules
Form 10-K Summaryrr
Page No.
g
1
11
24
25
25
25
26
28
29
45
47
96
96
98
98
99
100
100
100
101
102
106
i
SPECIAL NOTE REGARDING FORWAR
RD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains "forff ward-looking statements" within the meaning of the feff deral securities laws,
including, without limitation, statements concerning the conditions in our industry,rr
our operations, our economic perforff mance and
fiff nancial condition, including, in particular, statements relating to our business and growth strategy and product development effff orff
under "Management’s Discussion and Analysis of Financial Condition and Results of Operations." Forward-looking statements
include all statements that do not relate solely to historical or current faff cts and can be identififf ed by the use of words such as "may,"
"might," "could," "will," "would," "should," "expect," "believes," "outlook," "predict," "forff ecast," "objective," "remain," "anticipate,"
"estimate," "potential," "continue," "plan," "project," "targeting," and other similar expressions. You are cautioned not to place undue
reliance on these forff ward-looking statements, which speak only as of their dates. These forff ward-looking statements are based on
estimates and assumptions by our management that, although we believe to be reasonabla e, are inherently uncertain and subject to a
number of risks and uncertainties. These risks and uncertainties include, without limitation, those identififf ed under "Risk Factors" and
elsewhere in this Annual Report.
ts
The folff
lowing list represents some, but not necessarily all, of the faff ctors that could cause actuat
l results to diffff eff r frff om
historical results or those anticipated or predicted by these forff ward-looking statements:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
a
l;
our products;
costs, the availabia lity of labor
ly consummate and integrate acquisitions;
tion; residential repair, renovation and remodeling; and non-residential building
tion activity due to increases in mortgage rates, changes in mortgage interest deductions and related tax changes and
downward trends in our end markets and in economic conditions;
reduced levels of residential new construcr
construcr
reduced availabia lity of fiff nancing;
competition;
the continued success of,ff and our abia lity to maintain relationships with, certain key customers in light of customer
concentration and consolidation;
our abia lity to accurately anticipate demand forff
impacts on our business frff om weather and climate change;
our abia lity to successfulff
changes in prices of raw materials and fueff
tariffff sff and evolving trade policy and frff iction between the United States and other countries, including China, and the impact
of anti-dumping and countervailing duties;
increases in labor
our abia lity to manage our operations including potential disrupt
restrucr
product liabia lity claims and product recalls;
our abia lity to generate suffff iff cient cash flff ows to fund
obligations, including our obligations under our senior notes, our term loan credit agreement (the "Term Loan Facility") and
our asset-based revolving credit faff cility (the "ABL Facility");
limitations on operating our business as a result of covenant restrictions under our existing and futff urt e indebtedness, including
our senior notes, the Term Loan Facility and the ABL Facility;
flff uctuat
the continuous operation of our inforff mation technology and enterprr
potential cyber security threats and attacks and data privacy requirements;
political, economic and other risks that arise frff om operating a multinational business;
retention of key management personnel;
environmental and other government regulations, including the United States Foreign Corrupt
any changes in such regulations;
the scale and scope of public health issues and their impact on our operations, customer demand and supply chain; and
our abia lity to replace our expiring patents and to innovate and keep pace with technological developments.
our capia tal expenditurt e requirements and to meet our debt service
ise resource planning systems and management of
ting forff eign exchange and interest rates;
ing charges) and customer credit risk;
ing realignments (including related
ions, strikes or work stoppages);
Practices Act ("FCPA"), and
relations (i.e., disrupt
ions, manufaff cturt
a
or labor
turt
a
ff
r
rr
r
We caution you that the forff egoing list of important faff ctors is not all-inclusive. In addition, in light of these risks and
uncertainties, the matters refeff rred to in the forff ward-looking statements contained in this Annual Report may not in faff ct occur. We
undertake no obligation to publicly update or revise any forff ward-looking statement as a result of new inforff mation, futff urt e events or
otherwise, except as otherwise required by law.
ii
The Company may use its website and/or social media outlets, such as LinkedIn, as distribution channels of material
company inforff mation. Financial and other important inforff mation regarding the Company is routinely posted on and accessible through
p
the Company’s website at http:t
mycompany/
p
email address by visiting the "Email Alerts" section at http:t
p y . In addition, you may automatically receive email alerts and other inforff mation about
://// www.linkedin.com/company/masonitedoors/
the Company when you enroll your
p
and its LinkedIn page at httpst
.
//// investor.masonite.com
//// investor.masonite.com
p y
y
a
iii
[THIS PAGE INTENTIONALLY LEFT BLANK]
PART I
"
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relates to a period ending prior to thett
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does not give efe fff eff ct to thett Endur
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a acquisii ition.
contexee t othett
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t,t all refe eff rences to "M" asMM onite," "w"" e,"
" refe eff r to MasMM onite IntII ernational CorCC por
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ation and itstt subsidiaries. Because thitt sii repor
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holdil ng company
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disii cussion of our business below,w
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Item 1. Business
Overview
We are a leading global designer, manufaff cturt er, marketer and distributor of interior and exterior doors and
the new construr ction and repair, renovation and remodeling sectors of the residential and non-
door systems forff
residential building construcrr
tion markets. Since 1925, we have provided our customers with innovative products and
superior service at compelling values. Today, we believe we hold either the number one or two market position in the
seven product categories we target in North America: interior molded residential doors; interior stile and rail residential
doors; exterior fiff berglass residential doors; exterior steel residential doors; interior architecturt al wood doors; wood
veneers; and door core. We operate 59 manufaff cturt
Europe, South America and Asia, which are strategically located to serve our customers.
ing and distribution faff cilities in seven countries in North America,
We are committed to delivering growth forff
our customers, partners, shareholders and employees through our
Doors That Do MoreTM strategy, which has three pillars: (1) Drive Product Leadership, (2) Win the Sale and (3) Deliver
Reliabla e Supply. Drive Product Leadership emphasizes offff eff ring innovative door solutions that address human needs forff
t, safeff ty, convenience and style. Win the Sale focff uses on making Masonite the brand that customers never
comforff
substitutt e by providing a better door-buying experience. Deliver Reliabla e Supply is our commitment to consistently
deliver high-quality products and services forff
our customers and partners.
In addition, we have implemented a disciplined acquisition strategy that solidififf ed our presence in the markets
we serve. In 2022, we announced our intent to acquire Endura Products, a leading innovator and manufaff cturt er of high-
perforff mance door frff ames and door system components. Endura has a long historyrr of product innovation and holds more
than 100 patents on its door system components. This acquisition accelerates ours Doors That Do MoreTM strategy by
unlocking the value of fulff
ly integrated door solutions.
Segment Overview
The Company has an integrated business model with three reportabla e segments: North American Residential,
Europe and Architecturt al.
NorNN thtt American Residential
Our North American Residential segment is our largest segment, focff used on providing high-quality interior
doors frff om wood and recycled wood fiff bers and energy-effff iff cient, durabla e exterior doors in a wide array of designs,
materials and sizes. As of the end of 2022, the residential repair, renovation and remodeling end market accounted forff
over half of the net sales forff
the segment.
Europe
Our Europe segment is a leading provider of interior doors frff om recycled wood fiff bers and energy-effff iff cient,
durabla e exterior doors to the United Kingdom market. We also sell door skins (faff cings) into Western Europe frff om our
manufaff cturt
io of consumers across our exterior and
interior residential business.
ing faff cility in Ireland. Our European segment has a balanced portfolff
Architectural
Our Architecturt al segment provides highly specififf ed products that are designed, construcr
ted and tested in
accordance with regulatoryrr compliance and environmental certififf cations such as Forest Stewardship Council and LEED
certififf cations. For example, the AspiroTM series offff eff rs high-end aesthetic and perforff mance qualities, and its doors are
availabla e in exotic and domestic veneers, with acoustic, fiff re-rated, lead-lined and attack-resistant options and include
lifeff time warranties.
1
In the fiscal year ended January 1, 2023, we sold approximately 31 million doors to approximately 6,500
customers globally. Our fiscal year 2022 net sales by segment and estimated global net sales of doors by end market are
set forth below:
Net(cid:3)Sales
by(cid:3)Segment(cid:3)-(cid:3)2022
Europe
10%
North
American
Residential
79%
Global(cid:3)Door(cid:3)Sales (cid:3)by (cid:3)
End(cid:3)Market(cid:3)-(cid:3)2022
Architectural
10%
Corporate &
Other 1%
Total
residential
90%
Residential new
construction
36%
Residential repair,
renovation and
remodeling
54%
Total
non-residential
construction
10%
See Note 17 to our consolidated financial statements in this Annual Report for additional information about
ff
our segments.
Our Products
We aim to be the brand that customers request for the innovation and value we create. Our door solutions
address the dynamic nature of compliance, technical specifications and developing market needs.
We sell an extensive range of interior and exterior doors in a wide array of designs, materials and sizes. Our
interior doors are made with wood and related materials such as hardboard (including wood composite molded and flat
door facings). Our exterior doors are made primarily of steel, fiberglass or composite materials.
Our focus on cons
ff
umer driven innovation led us to think broadly about the entire door system and the value it
r
can bring when integrated. This approach combined with Masonite’s business relationships in the industry led to the
development of award winning products such as the M-PwrTM Smart Doors and the Masonite Performance Door
System. Masonite’s M-PwrTM Smart Doors are the first residential exterior doors to integrate power, lights, a video
doorbell and smart lock into the door system. They employ patent-pending, Underwriters Laboratories ("UL") certified
technology to connect residential front doors to a home’s electrical system and wireless internet network. The Masonite
Perforff mance Door System features the company’s industry-leading 4-Point Performance Seal, which includes Premium
Square Edge Fiberglass Doors, Endura Products’ Z-Articulating Cap SillTM, PE650 Weatherstripping, Simple
Solution® Corner Pads and FrameSaver® rot-proof door frame.
ff
Residential Doors
Interior Doors
Molded panel doors are interior doors available either with a hollow or solid core and are made by assembling
r
ff
ff
ets, bedrooms, bathrooms and hallways. Our molded panel product line is subdivided into several
two molded door skin panels around a wood or medium-density fiberboard ("MDF") frame. Molded panel doors are
routinely used for clos
distinct product groups: our Classic Molded Panel series is a combination of classic styling, period and architectural
style-specific designs, durable construction and a variety of profiles preferred by our customers when price sensitivity is
a critical component in the product selection; the West EndTM Collection strengthens our tradition of design innovation
by introducing the clean and simple aesthetics found in modern linear designs to the molded panel interior door
category; the Heritage® Series, which features recessed, flat panels and sharp, Shaker-style profiles which speak to a
clean, modern aesthetic while retaining comfortable familiarity found in today’s interiors; and the Livingston door,
which featur
ff
frff iendly EmeraldTM door construction which enables homeowners, builders and architects to meet specific product
tyle of home. Our doors can be upgraded to our environmentally
es versatile and timeless design for any s
ff
ff
ff
2
requirements and "green" specififf cations to attain Leadership in Energy and Environmental Design ("LEED")
certififf cation.
Flush interior doors are availabla e either with a hollow or solid core and are made by assembling two facings of
plywood, MDF, composite wood or hardboard over a wood or MDF frff ame. These doors can either have a wood veneer
surfaff ce suitabla e forff
residential flff ush doors consisting of unfiff nished composite wood to the ultra high-end exotic wood veneer doors.
paint or staining or a composite wood surfaff ce suitabla e forff
paint. Our flff ush doors range frff om base
Exterior Doors
Fiberglass doors are considered premier exterior doors and are made by assembling two fiff berglass door faff cings
to a wood frff ame or composite material and injecting the core with polyurethane insulation. Fiberglass is strong, durabla e,
lightweight and impervious to many caustics and to extreme temperaturt es. These attributes make fiff berglass an ideal
material forff
an exterior door that may faff ce extremes in temperaturt e, exposure to the elements and general wear and tear.
In the United Kingdom, Door-StopTM branded fiff berglass doors are manufaff cturt ed into pre-hung door sets and shipped to
tion and fiff nishes will help
leading lead times. We believe our innovative designs, construcr
our customers with industry-rr
in the futff urt e. Our Solidor® exterior
our fiff berglass door collections retain a distinct role in the exterior product categoryrr
doors are composite doors that provide the appe
materials. A solid timber core is complemented by a variety of innovative design and color choices that has led Solidor®
to become one of the United Kingdom's most recognized manufaff cturt ers and suppliers of composite doors.
arance of timber, but with the benefiff ts of modern, low maintenance
a
Steel doors are exterior doors made by assembling two interlocking steel faff cings (paneled or flff at) or attaching
two steel faff cings to a wood or steel frff ame and injecting the core with polyurethane insulation. With our func
Utility Steel series, the design centric High Defiff nition faff mily and the pre-fiff nished Sta-Trur ® HD, we offff eff r customers the
frff eedom to select the right combination of design, protection and compliance required forff
exterior door appl
clear or decorative glass designs.
ication. In addition, our product offff eff ring is signififf cantly increased through our variety of compatible
essentially any paint grade
tional
a
ff
Stile and rail doors are made frff om wood or MDF with individual panels, which have been cut, milled,
veneered and assembled frff om lumber such as clear pine, knotty pine, oak and cherry.rr Within our stile and rail line, glass
panels can be inserted to create what is commonly refeff rred to as a French door and we offff eff r a number of glass designs
e. Where horizontal slats are inserted between the stiles and rails, the resulting door is refeff rred to
forff
rr
hallways, room dividers, closets and
as a louver door. For interior purpos
r
es, stile and rail doors are used as entryrr doors oftff en including decorative glass inserts.
bathrooms. For exterior purpos
es, stile and rail doors are primarily used forff
use in this purpos
rr
Architectural Doorsrr
Architecturt al doors are typically highly specififf ed products designed, construcr
ted and tested to ensure that
regulatoryrr compliance such as fiff re codes and environmental certififf cations such as Forest Stewardship Council are met.
ional (schools, healthcare and government) and commercial (hotels, offff iff ces and retail)
These doors are sold into institutt
end markets. These end markets require doors that provide fiff re safeff ty, security, acoustic comforff
t and sustainabia lity. Our
io is represented by two series, AspiroTM and CenduraTM which are comprised of stile and rail, flff ush
architecturt al portfolff
wood veneer, painted and laminate doors. The AspiroTM series offff eff rs premium and custom aesthetic options along with
high perforff mance options in acoustic, fiff re-rated, lead-lined, attack- and bullet-resistance and sustainabia lity. The
CenduraTM series provides a balance of perforff mance and value and is availabla e with our standard aesthetic options with
io allows us to provide a wide range of solutions to cover the varied needs of
acoustic and fiff re-rated options. Our portfolff
ional end markets.
commercial and institutt
m
ComCC pone
ntstt
In addition to residential and architecturt al doors, we also sell several door components to the building
materials industry.rr Within the residential new construcr
tion market, we provide interior door faff cings, agri-fiff ber and
particleboard door cores, MDF and wood cut stock components to multiple manufaff cturt ers. Within the architecturt al
building construcr
tion market, we are a leading component supplier of various critical door components. Additionally,
we are one of the leading providers of mineral and particleboard door cores to the North American architecturt al door
industry.rr
Molded door faff cings are thin sheets of molded hardboard produced by grinding or defiff brating wood chips,
adding resin and other ingredients, creating a thick mat of wood fiff bers, which is then pressed between steel die plates to
3
forff m a molded sheet, the surfaff ce of which may be smooth or may contain a wood grain pattern. Following pressing,
molded door faff cings are trimmed, primed and shipped to door manufaff cturt
to produce molded doors.
ing plants where they are mounted on frff ames
Door frff aming materials, commonly refeff rred to as cut stock, are wood or MDF components that constitutt e the
frff ame on which interior and exterior door faff cings are attached. Door cores are pressed fiff ber mats of refiff ned wood chips
or agri-fiff ber used in the construcr
minutes or longer, the door core typically consists of an inert mineral core or similar compounds.
tion of solid core doors. For doors that must achieve a fiff re rating higher than 45
Research and Development
We believe we are a global leader in end user focff used innovation and development of doors, door components
ing processes involved in making such products. We believe that
and fulff
l door solutions as well as the manufaff cturt
research and development is a competitive advantage forff
us, and we intend to capia talize on our leadership in this area
through focff us on end user problems that lead to the development of more new and innovative products. Our end user
experience, research and development and engineering capaa bia lities enabla e us to organically create and solicit external
innovative ideas; methodically validate commercial and technical viabia lity; use cross func
business case hypotheses forff
improvements. The result of this rigorous appr
solutions, enhance the manufaff cturt
Masonite’s Doors That Do MoreTM strategy, we have invested in innovation activities with a signififf cant focff us on the
development of new, diffff eff rentiated products such as our M-PwrTM Smart Doors, as well as focff using on process and
material improvements to improve quality. In the Architecturt al wood door market, we have directed research and
development to address the growing need forff
our fiff rst attack resistant door system and expanded offff eff rings of fiff re-resistant products.
ing process
oach enabla es us to launch new innovative, proprietaryrr end user valued
ing effff iff ciency of our products, improve quality and reduce costs. As part of
promising concepts; and implement new to world products and manufaff cturt
specififf ed door systems in critical areas of safeff ty and security, including
tional teams to develop
a
ff
As an integrated manufaff cturt er focff used on the door industry,rr we have technical depth and expertise frff om
l door system testing and development that parallels our vertical integration.
ental in our abia lity to thoroughly qualifyff alternative materials and components to
material science to components and fulff
These capaa bia lities have been instrumr
address supply challenges over the past feff w years. We leverage our deep knowledge and experience in door
construcr
use in our faff cilities. We believe this provides us
with a unique abia lity to offff eff r a combination of high value door solutions to meet the needs of a variety of end users and
customers. This capaa bia lity also enabla es us to develop and implement product and production process improvements
which increase average unit price, enhance production effff iff ciency and/or reduce costs.
tion and assembly as well as our abia lity to manufaff cturt e dies forff
Raw Materials
While Masonite is vertically integrated, we require a regular supply of raw materials, such as wood chips,
a
appr
oximately 53% of the total cost of the fiff nished product. In certain instances, we depend
some cut stock components, various composites, steel, glass, paint, stain and primer as well as petroleum-based
products such as binders, resins and plastic injection frff ames to manufaff cturt e and assemble our products. In 2022, our
materials cost accounted forff
on a single or limited number of suppliers forff
utilized in the manufaff cturt
ing of interior molded faff cings, exterior fiff berglass door faff cings and door cores are purchased
frff om global, regional and local suppliers taking into consideration the relative frff eight cost of these materials. Internal
frff aming components, MDF, cut stock and internal door cores are manufaff cturt ed internally at our faff cilities and
supplemented frff om suppliers located throughout the world. We utilize a network of suppliers based in North America,
Europe, South America and Asia to purchase other components including steel coils forff
faff cings, MDF, plywood and hardboa
these supplies. Wood chips, logs, resins, binders and other additives
rd faff cings, door jambs and frff ames and glass frff ames and inserts.
the stamping of steel door
d
Manufacff
turing Process
Our manufaff cturt
ing process is designed to deliver reliabla e supply of high-quality products and outstanding
ing technologies to increase quality and
service. Over the past several years, we have invested in advanced manufaff cturt
shorten lead times. Launched in 2015, we leverage the Mvantage operating system within our manufaff cturt
ing processes
to systemically focff us on the elimination of waste and non-value-added activities throughout the organization. In 2022,
we continued to progress our deployment of Mvantage throughout the entire enterprrr
manufaff cturt
and to reduce the need forff
automation to improve production and effff iff ciency, product quality and the work experience forff
forff kliftff trucrr ks to enhance safeff ty and reduce emissions and utilizes advanced manufaff cturt
our employees. Our
ing effff iff ciency. Our newest European plant, Stoke-on-Trent, has been optimized to improve material flff ow
ise to drive improvements in
ing
4
newest North American interior door faff cility in Fort Mill, South Carolina, was designed to incorpor
Mvantage practices as well as incorpor
process.
ate the latest manufaff cturt
ing technology to optimize the door manufaff cturt
r
rr
ate all of our best
ing
We are one of the feff w vertically integrated door manufaff cturt ers in the world and one of only two in the North
American residential molded interior door industryrr as well as the only vertically integrated door manufaff cturt er in the
North American architecturt al interior wood door industry.rr Our vertical integration extends to all steps of the production
process frff om initial design, development and production of steel press plates to produce interior molded and exterior
fiff berglass door faff cings to the manufaff cturt
to door assembly. We also offff eff r incremental value by pre-machining doors forff
hardware, hanging doors in frff ames with
glass and hardware and pre-fiff nishing doors with paint or stain. We believe that our vertical integration and automation
enhance our abia lity to develop new and proprietaryrr products, provide greater value and improved customer service and
create high barriers to entry.rr We also believe vertical integration enhances our abia lity to be more cost effff iff cient, although
our cost strucrr
turt e is subject to certain faff ctors beyond our control, such as global commodity shocks.
ing of door components, such as door cores, wood veneers and molded faff cings,
Our manufaff cturt
ing operations consist of three maja or manufaff cturt
ing processes: (1) component manufaff cturt
ing,
(2) door assembly and (3) value-added ready to install door faff bra ication.
We have a leading position in the manufaff cturt
ing of door components, including internal frff aming components
(stile and rails), glass inserts (lites), door core, interior door faff cings (molded and veneer) and exterior door faff cings. The
manufaff cturt
ing of interior molded door faff cings is the most complex of these processes requiring a signififf cant investment
in large scale wood fiff ber processing equipment. Interior molded door faff cings are produced by combining fiff ne wood
particles, synthetic resins and other additives under heat and pressure in large multi-opening automated presses utilizing
Masonite proprietaryrr steel plates. The faff cings are then primed, cut and inspected in a second highly automated
continuous operation prior to being packed forff
shipping to our door assembly plants. We operate fiff ve interior molded
door faff cing plants around the world, two in North America and one in each of South America, Europe and Asia. Our
plant in Laurel, Mississippi, is one of the largest door faff cing plants in the world and we believe one of the most
technologically advanced in the industry.rr
Interior residential hollow and solid core door manufaff cturt
ing is an assembly operation that is primarily
accomplished through the use of semi-skilled manual labor
a
interior door is based on assembly of door faff cings and various internal frff aming and support components, folff
the doors being trimmed to their fiff nal specififf cations.
a standard flff ush or molded
lowed by
tion process forff
. The construcrr
The assembly process varies by type of door, frff om a relatively simple process forff
flff ush and molded doors,
where the door faff cings are glued to a wood frff ame, to more complex processes where many pieces of solid and
engineered wood are converted to louver or stile and rail doors. Architecturt al interior doors require another level of
customization and sophistication employing the use of solid cores with varyirr ng degrees of sound dampening and fiff re
retarding attributes, furff niturt e quality wood veneer faff cings, as well as secondaryrr machining operations to incorpor
ate
more sophisticated commercial hardware, openers and locks. Additionally, architecturt al doors are typically pre-fiff nished
prior to sale.
r
The manufaff cturt
ing of steel and fiff berglass exterior doors is a semi-automated process that entails combining
laminated wood or rot frff ee composite frff aming components between two door faff cings and then injecting the resulting
hollow core strucr
manufaff cturt
Laurel, Mississippi, faff cility. In addition, fiff berglass doors are predominantly manufaff cturt ed in our highly automated
faff cility in Dickson, Tennessee, which has led to improved reliabia lity and quality of these products.
turt e with insulating polyurethane expanding foaff m core materials. We invested in fiff berglass
ing technology, including the vertical integration of our own fiff berglass sheet molding compound plant at our
Short set-up times, proper production scheduling and coordinated material movement are essential to achieve a
flff exible process capaa bla e of producing a wide range of door types, sizes, materials and styles. We make use of our
vertically integrated and flff exible manufaff cturt
common carriers to fiff ll customers’ orders and to minimize our investment in fiff nished goods inventory.rr
ing operations together with scalabla e logistics primarily through the use of
Finally, doors manufaff cturt ed at our door assembly plants are either sold directly to our customers or transfeff rred
to our door faff bra ication faff cilities where value added services are perforff med. These value added services include
machining doors forff
glass inserts and side lites, painting and staining, packaging and logistical services to our customers.
hinges and locksets, installing the doors into ready to install frff ames, installing hardware, adding
5
a
We continued to drive operational perforff mance through our three-prong strategy, at times using a virtuat
l
appr
oach, which includes the Model Plant Transforff mation Process, Process Improvement Teams and the focff us on
a
global standards and training. Our Model Plant Transforff mation Process is designed to improve the throughput and the
effff iff ciency of our faff ctories using multiple appr
oaches such as reconfiff guring equipment to enhance safeff ty and material
flff ow, optimizing inventoryrr
levels and implementing and tracking sustaining perforff mance metrics. To support our Doors
That Do MoreTM strategy, we continue to leverage Mvantage as our operational perforff mance driver and have expanded
the use of our Mvantage operating system throughout the enterprrr
throughout the value stream. Our focff us on training has expanded to not only include our traditional kaizen faff cilitator
training but also training that focff uses on making improvements in our business process areas. We have launched Six
Sigma training and are now certifyiff ng Masonite trained Green and Black Belts. At Masonite, kaizen is ingrained into
oach, we are driving improvements in quality and
our continuous improvement culturt e. Through this strucrr
productivity while remaining focff used on reliabla e service to our customers.
ise and are focff used on driving improvement
a
turt ed appr
Sales and Marketing
We focff us on making Masonite the brand that customers never substitutt e. Our curated product portfolff
io aligns
with our customers' needs and positions us forff
futff urt e growth.
MulMM ti-Level/ll Se// gme
ent Disii trt ibution Strt ategye
Our sales and marketing effff orff
through creative end-user and channel marketing and a seamless purchasing experience. The targeted appr
by our consumer-centric research which uncovered unmet needs around the home forff
convenience.
style, comforff
t, safeff ty, and
ts are concentrated on key initiatives designed to build a strong brand prefeff rence
oach is driven
a
We market and sell our products to remodeling contractors, builders, homeowners, retailers, dealers,
rds, commercial and general contractors and architects through well-establa ished wholesale, retail and direct
lumberyarr
io of brands includes Masonite®,
distribution channels as part of our cross-merchandising strategy. Our portfolff
Premdor®, Solidor®, Residor®, Nicedor®, Door-Stop InternationalTM, Harring DoorsTM, National HickmanTM,
Masonite Architecturt alTM, Graham-MaimanTM, BaillargeonTM, USA Wood DoorTM, Florida Made Door, Louisiana
Millwork, and BWISM Distribution. These are among the most recognized brands in the door industryrr and are respected
forff
the innovation, quality and value they provide.
In the residential market, we utilize an "All Products" merchandising strategy which provides our retail and
wholesale customers access to our entire product range and the abia lity to leverage our branding, marketing and selling
strategies. We service our big box retail customers directly frff om our own door faff bra ication faff cilities which provide value
added services and logistics, including store direct deliveryrr of doors and entryrr systems and a fulff
l complement of in-
store merchandising, displays and fiff eld service. Our residential wholesale sales profeff ssionals focff us on down channel
initiatives designed to ensure our products are "pulled" through our North American wholesale distribution network.
Our North American architecturt al customers are serviced by a dedicated sales and marketing team providing
ication
architects, door and hardware distributors, general contractors and project owners a wide range of product appl
advice, technical specififf cations, and appl
icabla e compliance and regulatoryrr certififf cations.
a
a
Service Innov
II
ation
We leverage our marketing, sales and customer service activities to ensure our products are strategically pulled
through our multiple distribution channels rather than deploying a more common, tactical "push" strategy. Regardless of
channel, our marketing appr
the people who pass through them everyrr day.
our doors and door systems forff
the solutions they provide forff
oach is to drive demand forff
a
Our proprietaryrr web-based tools provide our channel customers with direct access to a wide range of
them to sell our products. Within our North American Residential
inforff mation and materials to make it easier forff
business, these tools include Mconnect®, an online service portal providing our customers access to several other e-
commerce tools designed to enhance the manufaff cturt er-customer relationship. Once connected to our system, customers
have secure access to Masonite products; the Product Corner, a section advising customers of the feff aturt es and benefiff ts
of our newest products; the Media Library,rr
a comprehensive supply of marketing materials and self-ff service resources;
and Order Tracker, which allows customers to folff
deliveryrr dates.
low their purchase orders through the production process and confiff rm
6
Our Solidor® and Door-Stop International websites are fulff
ff
ly func
tional confiff guration and order platforff ms that
support our entryrr door customers in the United Kingdom. The dynamic integration of Solidor's and Door-Stop's
enterprrr
are availabla e, which ensures that we are abla e to deliver on our promise of dependabla e lead-times.
ise resource planning systems and their websites ensure that the products customers view, confiff gure and order
In our Architecturt al business, our cloud-based door confiff gurator, DoorBuilderTM Live, enabla es customers to
tively. Additionally, our DoorUniversity training program helps architects
select and order the right door easily and intuit
select solutions to meet their project and client goals while earning American Institutt e of Architect continuing education
units.
Intellectual Property
In North America, our doors are marketed primarily under the Masonite® brand. Other North American brands
include: Premdor®, Masonite Architecturt al®, Barrington®, Oakcraftff ®, Sta-Trur ® HD, Vistagrande®, Flagstaffff ®ff ,
Hollister®, Sierra®, Fast-Frame®, Safeff
’N Sound®, Livingston®, AquaSeal®, Cheyenne®, Riverside®, Fast-Fit®,
Megantic®, Lemieux Doors®, Harring Doors®, FyreWerks® and Marshfiff eld-Algoma®. In Europe, doors are marketed
under the Masonite®, Premdor®, Premdor Speed Set®, Door-Stop International®, National Hickman®, Defiff ning Spaces®,
Solidor®, Residor® and Nicedor® brands. We consider the use of trademarks and trade names to be important in the
development of product awareness, and forff
diffff eff rentiating products frff om competitors and between customers.
a
a
We protect the intellectuat
l property that we develop through, among other things, fiff ling forff
patents in the
United States and various forff eign countries. In the United States, we currently have 297 design patents and design
patent appl
patent appl
a
appl
registered trademarks and tradenames are generally appl
trademarks have terms as set by the particular country,rr
ications and 126 utility patents and patent appl
ications and 187 forff eign utility patents and patent appl
icabla e forff
although trademarks generally are renewabla e.
15 years and our United States
10 years and are renewabla e. Our forff eign patents and
20 years frff om the earliest fiff ling date, our United States design patents forff
ications. We currently have 201 forff eign design patents and
ications. Our United States utility patents are generally
icabla e forff
a
a
a
Distribution
Residential doors are primarily sold through wholesale and retail distribution channels.
• WholWW esale. In the wholesale channel, door manufaff cturt ers sell their products to homebuilders,
rds, dealers and building products retailers in two steps or one step. Two-step
contractors, lumberyarr
distributors typically purchase doors frff om manufaff cturt ers in bulk and customize them by installing
windows, or "lites", and pre-hanging them. One-step distributors sell doors directly to homebuilders
and remodeling contractors who install the doors.
•
Retail. The retail channel generally targets consumers and smaller remodeling contractors who
purchase doors through retail home centers, both in store and online, and smaller specialty retailers.
Retail home centers offff eff r large, warehouse size retail space with large selections, while specialty
retailers are niche players that focff us on certain styles and types of doors.
Architecturt al doors are primarily sold through specialized one-step wholesale distribution channels where
distributors sell to general contractors and end-use clients.
Customers
During fiff scal year 2022, we sold our products worldwide to appr
a
oximately 6,500 customers. We have
developed strong relationships with these customers through our "All Products" cross merchandising strategy. Our
vertical integration faff cilitates our "All Products" strategy with our door faff bra ication faff cilities in particular providing
value-added faff bra ication and logistical services to our customers, including store deliveryrr of pre-hung interior and
exterior doors to our customers in North America. All of our top 20 customers have purchased doors frff om us forff
10 years.
at least
Although we have a large number of customers worldwide, our largest customer, The Home Depot, accounted
oximately 22% of our total net sales in fiff scal year 2022. Due to the depth and breadth of the relationship with
a
appr
forff
this customer, which operates in multiple North American geographi
our management believes that this relationship is likely to continue.
a
c regions and which sells a variety of our products,
7
Competition
The North American door industryrr
is highly competitive and includes a number of global and local
the primaryrr participants are Masonite and JELD-
including Steves and Sons Inc. and Lynden Door, Inc., that
participants. In the North American residential interior door industry,rr
WEN, which are the only vertically integrated manufaff cturt ers of molded door faff cings. There are also a number of
smaller competitors in the residential interior door industry,rr
the
primarily source door faff cings frff om third party suppliers. In the North American residential exterior door industry,rr
primaryrr participants are Masonite, JELD-WEN, Plastprt o, Therma-Tru,r Feather River and Steves and Sons Inc. In the
North American non-residential building construcr
tion door industry,rr
Industries with the remainder supplied by multiple regional manufaff cturt ers. Our primaryrr market in Europe is the United
Kingdom. The United Kingdom door industryrr
participants. The primaryrr participants in the United Kingdom are our subsidiaryrr Premdor, JELD-WEN, Vicaima and
Distinction Doors. Competition in these markets is primarily based on product quality, design characteristics, brand
awareness, serviceabia lity, distribution capaa bia lities and value. We also faff ce competition in the other countries in which
we operate.
is similarly competitive, including a number of global and local
the primaryrr participants are Masonite and VT
A signififf cant portion of our net sales are sold to large home centers and other large retailers. The consolidation
of our customers and our reliance on feff wer larger customers has increased the competitive pressures as some of our
largest customers, such as The Home Depot, perforff m periodic product line reviews to assess their product offff eff rings and
suppliers.
We are one of the largest manufaff cturt ers of molded door faff cings in the world. Competition in the molded door
faff cing business is based on quality, price, product design, logistics and customer service. We produce molded door
faff cings to meet our own requirements, and outside of North America we serve as an important supplier to the door
industryrr at large.
Human Capital Resources
Our Company culturt e is based upon a strong set of values. Our Culturt al Pillars defiff ne how we act and interact,
both as individuals and as an organization. They reflff ect the environment we create where people are empowered,
collabor
a
communities in which we work.
our customers, teammates, shareholders, suppliers and
ative and focff used on doing the right thing forff
Our workforff ce includes over 10,000 employees and contract personnel located in nine diffff eff rent countries. This
oximately 80% of whom are located in North America with the
a
includes appr
remainder in various forff eign locations. Nine of our North American faff cilities have individual collective bargaining
agreements, which are negotiated locally and the terms of which varyrr by location.
oximately 2,600 unionized employees, appr
a
t
r
Our Company’s Purpos
ties to recognize and reward their perforff mance in order to engage and retain our skilled, diverse and motivated
e: We Help People Walk Through WallsSM, is reflff ected in our talent strategy that is
focff used on attracting and selecting exceptional talent, helping them develop and grow profeff ssionally and providing
opportuni
workforff ce. We focff us on the employee experience, removing barriers to inclusion, in an effff orff
their fulff
operate and seek to grow and develop the diffff eff rent capaa bia lities and skills we need forff
robust pipeline of availabla e talent throughout the organization.
l potential and highest levels of perforff mance. We aspire to be the employer of choice within our markets we
the futff urt e, while maintaining a
our people to realize
t forff
We embrace the diversity of our employees and our customers, including their unique backgrounds,
r
a
thered our progress towards a more equitabla e and inclusive workforff ce by
ate Diversity Council and fiff ve regional Diversity, Equity and Inclusion ("DEI") councils representing
cs and assist in driving forff ward DEI initiatives and programming. In 2022, our diversity strategy was furff
experiences and talents. In 2021, we furff
forff ming a corpor
Canada, the United States, Chile, Mexico and the United Kingdom/Ireland regions. These councils are comprised of
tional individuals and leaders frff om across their respective regions that represent various diversity
ff
cross-func
demographi
ther
enhanced with the establa ishment of employee affff iff nity groups that provide a place of belonging, support and allyship forff
employees. At Masonite, everyone
their unique contributions to the growth and
eciated forff
sustainabia lity of our business. We strive to cultivate a culturt e that supports and enhances our abia lity to recruirr
engage and retain diverse talent at everyrr
our goal is to retain a highly engaged team, thereby reducing voluntaryrr
2022, our voluntaryrr employee turt nover rate forff
a
appr
oximately 300 bps frff om 2021. These locations collectively make up 83% of our
employees in the United States, Canada and the United Kingdom was
level. We monitor engagement in part through a voluntaryrr
turt nover year over year. During fiff scal year
t, develop,
turt nover metric as
oximately 21%, a reduction of appr
is valued and appr
a
a
rr
8
global workforff ce. We also track 12-month retention rates, which have improved over time. At the end of 2022, our
combined hourly employee retention rate in the United States, Canada and the United Kingdom was over 85% across all
locations.
We use a variety of methods to listen to our employees and capta urt e their feff edback. These methods include all-
employee calls, focff us groups, employee and manager forff umrr
employee engagement survey. Our annual employee engagement survey is conducted by an external analytics and
advisoryrr
fiff rm. In 2022, the employee response rate increased by 5% to our highest-ever rate of 90% with six faff cilities
having a 100% response rate. Since we initially administered the survey in 2017, our mean results have increased each
year, reaching 3.75 out of 5.00 in 2022.
s, town hall meetings and an annual company-wide
In support of our Company's purpos
ng to
assist individuals, organizations and causes in the communities where we live and work. Our We Help People Walk
Through Walls Community Grant Program provides fundi
most in
their local communities. To date, the program has awarded over $180,000 in community grants to 50 diffff eff rent causes.
e, in 2021 we launched a quarterly grant program to provide fundi
the organizations our employees care about
ng forff
a
rr
ff
ff
We believe that safeff ty is as important to our success as productivity and quality. This is reflff ected in our goal of
Target Zero injuries and our continued effff orff
prevented through proper management, employee involvement, standardized operations and equipment and attention to
detail. Safeff ty programs and training are provided throughout the company to ensure employees and managers have
effff eff ctive tools to help identifyff and address both unsafeff conditions and at-risk behaviors.
frff ee workplace. We also believe that incidents can be
t to create an injury-rr
Through a continued commitment to improve our safeff ty perforff mance, we have historically been successfulff
reducing the number of injuries sustained by our employees. In 2022 our total incident rate, or the annual number of
injuries per 100 fulff
the industryrr average, our ambition is to advance workplace safeff ty by striving toward our ultimate goal of zero harm
operations or Target Zero.
l time equivalent employees, increased nominally. While our total incident rate remains well below
in
Environmental and Other Regulatory Matters
Under our sustainabia lity appr
a
oach, we plan to set a carbon
r
reduction target aligned to the latest climate science
r
by the end of fiff scal year 2024 and responsibly source 100% of our wood by 2030. In 2022 we continued to develop a
comprehensive carbon
centered on reducing our reliance on fosff
operational effff iff ciencies. We released a Global Wood Sourcing Policy that reinforff ces our commitment to sourcing
products and materials responsibly, and outlines expectations of our responsibly sourced wood goal.
reduction strategy to reduce our Scope 1 and 2 greenhouse gas emissions. This strategy is
ls, increasing our renewabla e energy supply and improving overall
sil fueff
We strive to minimize any adverse environmental impact our operations might have to our employees, the
general public and the communities of which we are a part. Reducing waste and conserving resources is core to our
business. We continually look forff
ties to divert our manufaff cturt
back into the process or forff
sourcing to shipping, to identifyff ways to conserve naturt al resources and reduce solid waste, wastewater and air
emissions.
ing waste frff om landfiff lls by recycling material
ing process, frff om supply
benefiff cial use as a byproduct. We evaluate our entire manufaff cturt
opportuni
t
We are subject to extensive environmental laws and regulations. The geographi
a
c breadth of our faff cilities
subjects us to environmental laws, regulations and guidelines in a number of jurisdictions, including, among others, the
United States, Canada, Mexico, the United Kingdom, the Republic of Ireland, Chile and Malaysia. Such laws,
regulations and guidelines relate to, among other things, the discharge of contaminants into water and air and onto land,
the storage and handling of certain regulated materials used in the manufaff cturt
disposal of wastes and the remediation of contaminated sites. Many of our products are also subject to various
regulations such as building and construcr
and mandates related to energy effff iff ciency.
tion codes, product safeff ty regulations, health and safeff ty laws and regulations
ing process, waste minimization, the
The Mvantage lean operating system is rooted in the lean principle of waste elimination and teaches employees
throughout Masonite the skills to help identifyff and eliminate sources of waste including defeff cts, over-processing and
transportation. By identifyiff ng and eliminating waste, we are creating a safeff r, more effff iff cient and productive operation.
Our effff orff
ts to ensure environmental compliance include the review of our operations on an ongoing basis
utilizing in-house staffff and on a selective basis by specialized environmental consultants. The Environmental, Health
9
and Safeff ty team participates in industryrr groups to monitor developing regulatoryrr actions and actively develop
comments on specififf c issues. Furthermore, forff
conducted as part of our due diligence review process. Based on recent experience and current projections,
environmental protection requirements and liabia lities are not expected to have a material effff eff ct on our business, capia tal
expenditurt es, operations or fiff nancial position.
our prospective acquisition targets, environmental assessments are
In addition to the various environmental laws and regulations, our operations are subject to numerous forff eign,
feff deral, state and local laws and regulations, including those relating to the presence of hazardous materials and
protection of worker health and safeff ty, consumer protection, trade, labor
we are in compliance in all material respects with existing appl
a
Environmental laws have changed rapia dly in recent years, and we may be subject to more stringent environmental laws
in the futff urt e. It is possible our operations may result in noncompliance with, or liabia lity forff
environmental laws. Should such eventuat
remediation costs when
remediation costs are probabla e and can be reasonabla y estimated. See Item 1A. Risk Factors: "EnvEE ironmental
requirementstt and othett
ation may imposm e signi
liabilities on us."
icabla e laws and regulations affff eff cting our operations.
and employment, tax and others. We believe
lities occur, we would record liabia lities forff
fi iff cant environmental and legal
remediation pursuant to,
complm iance coststt and
r government regul
e
e
a
i
History and Reporting Status
Masonite was founde
ff
d in 1925 in Laurel, Mississippi, by William H. Mason, to utilize vastly availabla e
quantities of sawmill waste to manufaff cturt e a usabla e end product.
Aftff er a series of transforff mational corpor
r
and several affff iff liated companies, voluntarily fiff led to reorganize. Additionally, Masonite International Corpor
Masonite Inc. (the forff mer parent of the Company) and all of its U.S. subsidiaries fiff led voluntaryrr petitions forff
reorganization under Chapta er 11 of the U.S. Bankrupt
cy Court in the District of Delaware.
On June 9, 2009, we emerged frff om reorganization proceedings under the CCAA in Canada and under Chapta er 11 of the
U.S. Bankrupt
ate activity, on March 16, 2009, Masonite International Corpora
cy Code in the U.S. Bankrupt
cy Code in the United States.
tion
ation and
r
r
rr
rr
r
Effff eff ctive July 4, 2011, pursuant to an amalgamation under the Business Corpor
rr
ations Act (British Columbia),
Masonite Inc. amalgamated with Masonite International Corpor
Masonite Inc., which then changed its name to Masonite International Corpor
rr
r
ation.
ation to forff m an amalgamated corpor
r
ation named
On September 9, 2013, our shares commenced listing on the New York Stock Exchange under the symbol
"DOOR" and we became subject to periodic reporting requirements under the United States feff deral securities laws. We
are currently not a reporting issuer, or the equivalent, in any province or territoryrr of Canada and our shares are not listed
on any recognized Canadian stock exchange.
Our United States executive offff iff ces are located at 1242 E. 5th Avenue, Tampa, Florida 33605 and our
Canadian executive offff iff ces are located at 2771 RutRR herforff d Road, Concord, Ontario L4K 2N6.
Available Inforff mation
We make our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K
and any amendments to those reports fiff led or furff nished pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 availabla e through our website, frff ee of charge, as soon as reasonabla y practicabla e aftff er we electronically fiff le
such material with, or furff nish it to, the Securities and Exchange Commission. Our website is www.masonite.com.
Inforff mation on our website does not constitutt e part of this Annual Report on Form 10-K.
10
Item 1A. Risk Factors
Repor
e
us. IfII any of thett
suffff eff r. InII such case, thett
folff
YouYY
t befe orff
shouldl carefe ulff
e investing in our common shares. TheTT
lyll consider thett
folff
lowing facff
torsrr in addition to thett
r inforff mation set forff
risii kskk and uncertainties described below are not thett
othett
lowing risii kskk actuallyll occur,r our business, fiff nancial condition or resultstt of operations wouldll
trt ading price of our common shares couldl
falff
l,l and you may lose all or part of yff our investmtt ent.
in thitt sii Annual
ing
thtt
onlyll ones facff
likekk lyll
Economic and Market Risks
Downward trt ends in our end markrr ekk tstt or in economic conditions couldl negat
perfr orff mance.
e
ivelyll
impacm t our business and fiff nancial
Our business may be adversely impacted by changes in global economic conditions, including inflff ation,
tion, availabia lity and cost of capia tal, supply chain
deflff ation, interest rate flff uctuat
constraints, consumer spending rates, energy availabia lity and costs, and the effff eff cts of governmental initiatives to
manage economic conditions. Volatility in the fiff nancial markets in the regions in which we operate and the
deterioration of national and global economic conditions have in the past and could in the futff urt e materially adversely
impact our operations, fiff nancial results and liquidity.
tions, forff eign exchange rate flff uctuat
Trends in our primaryrr end markets (residential new construcr
tion; repair, renovation and remodeling and non-
tion) directly impact our fiff nancial perforff mance because they are directly correlated to the
lowing faff ctors may have a direct impact on our business in
residential building construcrr
demand forff
the countries and regions in which our products are sold:
doors and door components. Accordingly, the folff
•
•
•
•
•
•
•
•
•
the strength of the economy;
the amount and type of residential and non-residential construcr
housing sales and home values;
the age of existing home stock, home vacancy rates and forff eclosures;
non-residential building occupancy rates;
increases in the cost of raw materials, energy or wages, or any shortage in supplies or labor
the availabia lity and cost of credit;
employment rates and consumer confiff dence; and
demographi
tion;
a
a
;
c faff ctors such as immigration and migration of the population and trends in household forff mation.
In the United States, forff
example, the housing market has occasionally experienced signififf cant volatility. For
example, the current and continued macro-economic conditions of high inflff ation and rising interest rates, especially the
steep increases in mortgage rates during 2022, is one of the primaryrr drivers behind the overall decrease in demand forff
new single faff mily homes. Market conditions and/or government actions could cause mortgage rates to increase even
furff
ther in the futff urt e. The current housing market is volatile with rising interest rates resulting in more expensive
mortgages, elongated build cycles due to labor
new construcrr
faff mily homes.
and supply chain constraints and an increased number of multi-faff mily
tion starts, which generally use feff wer of our products and may generate less net sales than typical single
a
Many of our non-North American markets were acutely affff eff cted by the 2006 housing downturt n and futff urt e
downturt ns could cause excess capaa
us to raise prices. Due in part to both market and operating conditions, we exited certain markets
make it diffff iff cult forff
over the past several years, including the Czech Republic, India, Ukraine, Turkey, Romania, Hungary,rr Poland, Israel,
France and South Afrff ica.
city in housing and building products, including doors and door products, which may
Our relatively narrow focff us within the building products industryrr amplififf es the risks inherent in a prolonged
global market downturt n. The impact of this weakness on our net sales, net income and margins will be determined by
many faff ctors, including industryrr capaa
city, industryrr pricing, and our abia lity to implement our business plan.
t
IncII
reases in mortgage
availabilitytt of fff iff nancing forff
adversrr e impacm t on our sales and profiff tabilitytt .
rates, changes in mortgage
thett
interest deductions and related tax changes and thett
purchase of new homes and home constrt uction and imprm ovementstt couldll have a material
reduced
t
Demand forff
new homes and home improvement products may be adversely affff eff cted by increases in mortgage
rates and the reduced access to consumer fiff nancing. If mortgage rates continue to increase and, consequently, the abia lity
11
of prospective buyers to fiff nance purchases of new homes or home improvement products is adversely affff eff cted, our
business, fiff nancial condition and results of operations may be materially and adversely affff eff cted.
In addition, the Tax Cuts and Jobs Act in the United States placed a capa on the amount of mortgage debt on
which interest can be deducted and also made interest on home equity debt non-deductible. These changes and futff urt e
changes in policies set to encourage home ownership and improvement may adversely impact demand forff
and have a material adverse impact on us.
our products
The abia lity of consumers to fiff nance these purchases is affff eff cted by such faff ctors as new and existing home
prices, homeowners’ equity values, interest rates and home forff eclosures. Adverse developments affff eff cting any of these
faff ctors could result in a tightening of lending standards by fiff nancial institutt
consumers to fiff nance home purchases or repair and remodeling expenditurt es. Interest rates have recently experienced
example, in response to increasing inflff ation, the U.S. Federal Reserve began to raise interest
signififf cant volatility; forff
rates in March 2022 forff
the fiff rst time in over three years, ultimately increasing interest rates by over 4%, and has
signaled it expects to make additional rate increases. A worsening in credit markets could adversely impact our net sales
and net income.
ions and reduce the abia lity of some
WeWW operate in a compem titive business environment. IfII we are unable to compem te successfs ulff
and our sales couldll decline.
lyll ,yy we couldl
lose customersrr
The building products industryrr
is highly competitive. Some of our principal competitors may have greater
fiff nancial, marketing and distribution resources than we do and may be less leveraged than we are, providing them with
more flff exibility to respond to new technology or shiftff ing consumer demand. Accordingly, these competitors may be
better abla e to withstand changes in conditions within the industryrr
in which we operate and may have signififf cantly
greater operating and fiff nancial flff exibility than we do. Also, certain of our competitors may have excess production
capaa
prices even in markets where economic and market conditions have improved. For these and other reasons, our
competitors could take a greater share of sales and cause us to lose business frff om our customers or hurt our margins.
city, which may lead to pressure to decrease prices in order to remain competitive and may limit our abia lity to raise
As a result of this competitive environment, we faff ce pressure on the sales prices of our products. Because of
these pricing pressures, we may in the futff urt e experience limited growth and reductions in our profiff t margins, sales or
cash flff ows, and may be unabla e to pass on futff urt e raw material price, labor
customers which would also reduce profiff t margins.
cost and other input cost increases to our
a
Because we depee nd on a core group of signi
operations and our abilitytt
customersrr reduce thett
to implm ement price increases forff
thett
amount of prff
oductstt
i
fi iff cant customersrr , our sales, cash flff owsww frff om operations, resultstt of
ivelyll affff eff cted ifi our kekk ye
our productstt may be negat
e
ye purchase frff om us or demand lower prices.
Our customers consist mainly of wholesalers, retail home centers and contractors. Our top ten customers
the forff eseeabla e futff urt e. However, net
a substantial portion of our net sales forff
a signififf cant portion of our net sales in past periods, individually or as a
oximately 22% of our net sales in fiff scal year 2022. We expect that a small number of
oximately 50% of our net sales in fiff scal year 2022, while our largest customer, The Home
together accounted forff
a
appr
Depot, accounted forff
a
appr
customers will continue to account forff
sales frff om customers that have accounted forff
group, may not continue to do so in futff urt e periods, or if continued, may not reach or exceed historical levels in any
period. For example, many of our largest customers, including The Home Depot, perforff m periodic line reviews to
assess their product offff eff rings, which have, on past occasions, led to loss of business and pricing pressures. In addition,
as a result of competitive bidding processes, we may not be abla e to increase or maintain the margins at which we sell
our products to our most signififf cant customers. Moreover, if any of these customers faff ils to remain competitive in the
respective markets or encounters fiff nancial or operational problems, our net sales and profiff tabia lity may decline. We
generally do not enter into long-term contracts with our customers and they generally do not have an obligation to
purchase products frff om us. Thereforff e, we could lose a signififf cant customer with little or no notice. Alternatively, our
customers could expect that we lower the prices of our products should the cost of raw materials decrease; our faff ilure to
do so could cause such customers to seek similar products frff om our competitors. The loss of,ff or a signififf cant adverse
change in, our relationships with The Home Depot or any other maja or customer could cause a material decrease in our
net sales. The loss of,ff or a reduction in orders frff om, any signififf cant customers, losses arising frff om customer disputes
regarding shipments, feff es, merchandise condition or related matters, or our inabia lity to collect accounts receivabla e frff om
any maja or customer, could have a material adverse effff eff ct on us. Also, we have no operational or fiff nancial control over
these customers and have limited inflff uence over how they conduct their businesses.
12
ConsCC
olidation of our customersrr and thett
ir increasing sizii e couldll adversrr elyll affff eff ct our resultstt of operations.
In many of the countries in which we operate, an increasingly large number of building products are sold
through large retail home centers and other large retailers. In addition, we have experienced consolidation of
distributors in our wholesale distribution channel and among businesses operating in diffff eff rent geographi
resulting in more customers operating nationally and internationally. If the consolidation of our customers and
distributors were to continue, leading to the furff
margin growth and profiff tabia lity as larger customers may realize certain operational and other benefiff ts of scale. If we faff il
to provide high levels of service, broad product offff eff rings, competitive prices and timely and complete deliveries, we
could lose a substantial amount of our customer base and our profiff tabia lity, margins and net sales could decrease.
Consolidation of our customers could also result in the loss of a customer or a substantial portion of a customer's
business.
ther increase of their size and purchasing power, it could impact our
c regions
a
IfII we are unable to accuratelyll predict futff ure demand prefe eff rences forff
operations couldl be materiallyll affff eff cted.
our productstt , our business and resultstt of
A key element to our continued success is the abia lity to maintain accurate forff ecasting of futff urt e demand
our products. Our business in general is subject to changing consumer and industryrr
prefeff rences forff
trends, demands and
prefeff rences. Changes to consumer shopping habia ts and potential trends towards online purchases could also impact our
abia lity to compete as we currently sell our products mainly through our distribution channels. Our continued success
depends largely on the introduction and acceptance by our customers of new product lines and improvements to existing
product lines that respond to such trends, demands and prefeff rences. Trends within the industryrr change oftff en and our
faff ilure to anticipate, identifyff or quickly react to changes in these trends could lead to, among other things, reje ection of a
our products, and
new product line, increased substitutt
could materially adversely affff eff ct us. In addition, we are subject to the risk that new products or product pricing could be
introduced that would replace or reduce demand forff
our products. Furthermore, new proprietaryrr designs and/or changes
in manufaff cturt
designs at prices that would be competitive in the marketplt ace. We may not have suffff iff cient resources to make necessaryrr
investments or we may be unabla e to make the investments or acquire the intellectuat
develop new products or improve our existing products.
ing technologies may render our products obsolete or we may not be abla e to manufaff cturt e products or
ion of our products and reduced demand and price reductions forff
l property rights necessaryrr
to
Our business isii subject to climate change and related exee trtt eme weathett
frff om operations and resultstt of operations.
r eventstt
tt
that
may affff eff ct our net sales, cash flff owsww
Severe weather conditions in any quarter, such as unusually prolonged warm or cold conditions, rain, blizzards
ate headquarters, our manufaff cturt
fiff nished products or our abia lity to runrr
tion and renovation activity. Ongoing climate change has
ing plants or plants owned by one of our customers or suppliers. An increase in
supply of inbound raw
our plants and could reduce the quality and volume of wood
or hurricanes, could accelerate, delay or halt construcr
increased the frff equency and severity of these events and the related risk of an extreme weather event may affff eff ct our
corpor
rr
average global temperaturt es could result in more frff equent and severe weather events that disrupt
materials, outbound
t
availabla e to our manufaff cturt
The impact of these types of events on our business may adversely impact our sales, cash flff ows frff om operations and
results of operations. Concern over global climate change has led to signififf cant feff deral, state and international
regulatoryrr effff orff
ts to limit greenhouse gas emissions and increase climate-related reporting and disclosures, which could
impose substantial compliance costs. In addition, new laws or futff urt e regulations could directly and indirectly affff eff ct our
customers and suppliers and our business. We cannot predict the effff eff cts on our business that may result frff om global
climate change.
ing locations due to an increase in pest infeff station, disease or prolonged drought or flff ooding.
r
CC
Change
s in climate change regul
e
ation may have a material efe fff eff ct on our resultstt of operations.
Laws or regulations aimed at addressing climate change, including local building codes, greenhouse gas
our products or our cost of doing business. For example, in December 2022, the European Union reached an
emissions, laws or regulations impacting energy supply, and other laws or regulations, may materially impact demand
forff
Border Adjustment Mechanism and there are
agreement to introduce a carbon
several United States feff deral carbon
r
r
include a feff e on each unit of carbr on dioxide released into the atmosphere thus making carbon-
services more expensive, which then provides a fiff nancial incentive to use less of these products or shiftff to lower-carbon
energy is considered carbon
alternatives. Currently the use of biomass forff
r
tax proposals that would introduce an economy-wide carbon
tax under the European Union Carbon
tax scheme might not
tax. These proposals
intensive goods and
neutral. A carbon
r
r
r
r
r
13
include this assumption and thus tax our bio-mass emissions at an equal rate as our fosff
taxes could adversely affff eff ct our business, fiff nancial condition, results of operations and cash flff ows.
sil fueff
l emissions. These carbon
r
Acquisition-related Risks
Our recent acquisii itions and any futff ure acquisii itions, ifi available, couldl be difi fff iff cult to integre ate and couldll adversrr elyll
affff eff ct our operating resultstt .
In the past several years, we completed several strategic acquisitions of door and door component
ther enhances our product offff eff rings and capaa bia lities. From
manufaff cturt ers in North America and the United Kingdom to vertically integrate and expand our operations. In Januaryrr
2023, we completed our acquisition of Endura, which furff
time to time, we have evaluated and we continue to evaluate possible acquisition transactions on an on-going basis. Our
acquisitions may not be immediately accretive. At any time we may be engaged in discussions or negotiations with
respect to possible acquisitions or may have entered into non-binding letters of intent. As part of our strategy, we expect
to continue to pursue complementaryrr acquisitions and investments and may expand into product lines or businesses
with which we have little or no operating experience. For example, acquisitions may involve product categories beyond
what we currently sell, such as the acquisition of Endura in Januaryrr 2023. We may also engage in furff
integration. However, we may faff ce competition forff
acquisition targets at prices acceptabla e to us, or at all. In addition, in order to pursue our acquisition strategy, we will
need signififf cant liquidity, which, as a result of the other faff ctors described herein, may not be availabla e on terms
faff vorabla e to us, or at all.
attractive targets and we may not be abla e to source appr
ther vertical
opriate
a
Our recent and any futff urt e acquisitions involve a number of risks, including:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
our inabia lity to integrate the acquired business, including their inforff mation technology systems;
our inabia lity to manage acquired businesses or control integration and other costs relating to acquisitions;
our lack of experience with a particular business should we invest in a new product line;
diversion of management attention;
our faff ilure to achieve projected synergies or cost savings;
impairment of goodwill affff eff cting our reported net income;
our inabia lity to retain the management or other key employees of the acquired business;
our inabia lity to establa ish uniforff m standards, controls, procedures and policies;
our inabia lity to retain customers of our acquired companies;
risks associated with the internal controls of acquired companies;
exposure to legal claims forff
our due diligence procedures could faff il to detect material issues related to the acquired business;
unforff eseen management and operational diffff iff culties, particularly if we acquire assets or businesses in new
forff eign jurisdictions where we have little or no operational experience;
damage to our reputation as a result of perforff mance or customer satisfaff ction problems relating to any acquired
business;
the perforff mance of any acquired business could be lower than we anticipated; and
our inabia lity to enforff ce indemnififf cations and non-compete agreements.
activities of the acquired business prior to the acquisition;
Rising interest rates could impair or prohibit our abia lity to fiff nance acquisitions. The integration of any futff urt e
acquisition into our business will likely require substantial time, effff orff
resources and may distract our management in unpredictabla e ways frff om our ordinaryrr operations. The integration may
also result in consolidation of certain existing operations. If we cannot successfulff
timely basis, we may be unabla e to generate suffff iff cient net sales to offff sff et acquisition, integration or expansion costs, we
may incur costs in excess of what we anticipate, and our expectations of futff urt e results of operations, including cost
savings and synergies, may not be achieved. If we are not abla e to effff eff ctively manage recent or futff urt e acquisitions or
realize their anticipated benefiff ts, it may harm our results of operations.
t, attention and dedication of management
ly execute on our investments on a
14
Manufacff
turing and Operations
ng prices forff
CC
Changi
interruptions in deliveries of raw materialsll or fiff nisii hed goods couldl adversrr elyll affff eff ct our profiff tabilitytt ,yy margir ns and net
sales.
and diminisii hed availabilitytt of raw materialsll or fiff nisii hed goods used in our productstt or
Our profiff tabia lity is affff eff cted by the prices and availabia lity of raw materials and fiff nished goods used in the
a
ted and may continue to flff uctuat
ing of our products. These prices have flff uctuat
costs, competition, import duties, tariffff sff , currency exchange rates and, in some cases,
manufaff cturt
beyond our control, including world oil prices, changes in supply and demand, weather, general economic or
environmental conditions, labor
government regulation. The commodities we use may undergo maja or price flff uctuat
tions and there is no certainty that we
will be abla e to pass these costs through to our customers. Signififf cant increases in the prices of raw materials or fiff nished
goods are more diffff iff cult to pass through to customers in a short period of time and may negatively impact our short-
term profiff tabia lity, margins and net sales. We may not be abla e to pass on these cost increases to our customers.
Alternatively, should the prices of raw materials or fiff nished goods decrease, our customers may seek corollaryrr
reductions in the pricing of our products.
te based on a number of faff ctors
these raw materials. We typically do not have long-
We require a regular supply of raw materials, such as wood, wood composites, cut stock, steel, glass, core
material, paint, stain and primer as well as petroleum-based products such as binders, resins and frff ames. In certain
instances, we depend on a single or limited number of suppliers forff
term contracts with our suppliers. If we are not abla e to accurately forff ecast our supply needs, the limited number of
suppliers may make it diffff iff cult to obtain additional raw materials to respond to shiftff ing or increased demand. Our
dependency upon regular deliveries frff om particular suppliers means that interrupt
could adversely affff eff ct our operations until arrangements with alternate suppliers could be made. Furthermore, because
our products and the components of some of our products are subject to regulation, such alternative suppliers, even if
availabla e, may not be substitutt ed until regulatoryrr appr
ions are received, thereby delaying our
ovals forff
abia lity to respond to supply changes. Moreover, some of our raw materials, especially those that are petroleum or
chemical based, interact with other raw materials used in the manufaff cturt e of our products and thereforff e signififf cant lead
time may be required to procure a compatible substitutt e. Substitutt ed materials may also not be of the same quality as
our original materials.
ions or stoppages in such deliveries
such substitutt
a
r
If any of our suppliers were unabla e to deliver raw materials to us forff
an extended period of time (including as a
the supply of raw
result of delays in land or sea shipping), or if we were unabla e to negotiate acceptabla e terms forff
materials with these or alternative suppliers, our business could suffff eff r. In the futff urt e, we may not be abla e to fiff nd
acceptabla e supply alternatives, and any such alternatives could result in elongated build cycles and our net sales and
profiff tabia lity may decline. Even if acceptabla e alternatives are found,
alternatives might be disrupt
the process of locating and securing such
ive to our business.
r
ff
such materials. For example, we are highly dependent upon our supply of wood chips used forff
Furthermore, raw material prices could increase, and supply could decrease, if other industries compete with us
the production of our
our operations and even if
forff
door faff cings and wood composite materials. Failure to obtain signififf cant supply may disrupt
we are abla e to obtain suffff iff cient supply, we may not be abla e to pass increased supply costs on to our customers in the
forff m of price increases, thereby resulting in reduced margins and profiff ts.
rr
A rapid and prolonged increase in fueff
resultstt of operations.
l prices may signi
i
fi iff cantlyll
increase our coststt and have an adversrr e impacm t on our
Fuel prices may be volatile and are signififf cantly inflff uenced by international, political and economic
circumstances, such as the ongoing war between RusRR sia and Ukraine. Fuel prices rose signififf cantly during extended
any reason,
l prices continue to rise forff
portions of 2022. Although such price increases appe
including fueff
l prices could materially increase our
shipping costs, adversely affff eff cting our results of operations. In addition, competitive pressures in our industryrr may have
the effff eff ct of inhibiting our abia lity to reflff ect these increased costs in the prices of our products.
ar to have leveled offff ,ff if fueff
l supply shortages or unusual price volatility, the resulting higher fueff
a
15
TarTT ifi fff sff and evolving trtt ade policyc betwtt een thett UniUU ted States and othett
anti-dumpim ng and countervailing duties on our business and resultstt of operations.
r countrt ies, including ChiCC na, and thett
impacm t of
Steps taken by the United States government to appl
a
y tariffff sff on certain products and materials could
r
potentially disrupt
our existing supply chains and impose additional costs on our business, including costs with respect
to raw materials upon which our business depends. The increased costs may negatively impact our margins as we may
not be abla e to pass on the additional costs by increasing the prices of our products. For example, anti-dumping and
countervailing duty trade cases, such as the Januaryrr 8, 2020, Coalition of American Millwork Producers anti-dumping
and countervailing duty petitions against Wood Mouldings and Millwork Products frff om Brazil and China, has had and
could continue to have an adverse effff eff ct on our business and results of operations. In order to reduce the impact on our
business and results of operations, we have qualififf ed alternate suppliers and are in the process of attempting to qualifyff
additional alternate suppliers in other jurisdictions and continue to evaluate additional alternate suppliers as a result of
these duties.
IncII
facff
reases in labor coststt , availabilitytt of labor,r or potential labor disii put
ilities of our suppliersrr couldl materiallyll adversrr elyll affff eff ct our fiff nancial perfr orff mance.
s
es and workrr stoppages at our facff
ilities or thett
Our fiff nancial perforff mance is affff eff cted by the availabia lity of qualififf ed personnel and the cost of labor
a
as it
impacts our direct labor
and benefiff ts and the lack of qualififf ed labor
of operations.
a
a
, overhead, distribution and selling, general and administration costs. Increased costs of wages
availabla e has had and could continue to have an adverse effff eff ct on our results
Additionally, we have appr
a
oximately 10,000 employees and contract personnel worldwide, including
appr
oximately 2,600 unionized workers. Employees represented by these unions are subject to collective bargaining
a
agreements that are subject to periodic negotiation and renewal, including our agreements with employees and their
respective work councils in the United States, Canada, Mexico and Chile. If we are unabla e to enter into new,
labor
satisfaff ctoryrr
a
signififf cant disrupt
rr
basis. If our workers were to engage in strikes, a work stoppage or other slowdowns, we could also experience
disrupt
r
expenses, which could reduce our net sales and profiff t margins.
agreements with our unionized employees upon expiration of their agreements, we could experience a
ion of our operations, which could cause us to be unabla e to deliver products to customers on a timely
ions could result in a loss of business and an increase in our operating
ions of our operations. Such disrupt
r
We believe many of our direct and indirect suppliers and customers also have unionized workforff ces. Strikes,
work stoppages or slowdowns experienced by our suppliers and customers could result in slowdowns or closures of
faff cilities where components of our products are manufaff cturt ed or delivered. Any interrupt
deliveryrr of these components could reduce sales, increase costs and have a material adverse effff eff ct on us.
ion in the production or
rr
A disii ruption in our operations couldl materiallyll affff eff ct our operating resultstt .
We operate faff cilities worldwide. Some of our faff cilities are located in areas that are vulnerabla e to hurricanes,
r
our operations forff
earthquakes and other naturt al disasters. In the event that a hurricane, earthquake, naturt al disaster, fiff re or other
any extended period of time, it could delay shipment of
catastrophic event were to interrupt
merchandise to our customers, damage our reputation or otherwise have a material adverse effff eff ct on our fiff nancial
condition and results of operations. Closure of one of our door faff cing faff cilities, which are our most capia tal intensive and
least replaceabla e production faff cilities, could have a substantial negative effff eff ct on our earnings. We maintain insurance
coverage to protect us against losses under our property, casualty and umbrella insurance policies, but that coverage
may not be adequate to cover all claims that may arise or we may not be abla e to maintain adequate insurance coverage
in the futff urt e at an acceptabla e cost. Any liabia lity not covered by insurance could materially and adversely impact our
fiff nancial condition and results of operations.
r
In addition, our operations may be interrupt
ed by terrorist attacks, other acts of violence or war. These events
may directly impact our suppliers’ or customers’ physical faff cilities. Furthermore, these events may make travel and the
transportation of our supplies and products more diffff iff cult and more expensive and ultimately affff eff ct our operating
results. The United States has entered into, and may enter into, additional armed conflff icts which could have a furff
impact on our sales and our abia lity to deliver product to our customers in the United States and elsewhere. Political and
economic instabia lity in some regions of the world, including instabia lities in the Middle East and North Korea, may also
negatively impact our business. The consequences of any of these armed conflff icts are unpredictabla e, and we may not be
abla e to forff esee events that could have an adverse effff eff ct on our business or your investment. More generally, any of
these events could cause consumer confiff dence and spending to decrease or result in increased volatility in the United
ther
16
States and worldwide fiff nancial markets and economy. They could also result in an economic recession in the United
States or abra oad. Any of these occurrences could have a signififf cant impact on our operating results.
acff
turing realignmi
ManufMM
achieved, as well as reduce our flff exee ibilitytt
entstt maya result in a decrease in our short-term earnings, until thett
quicklkk yll
to imprm oved markrr ekk t conditions.
s
to respond
exee pex
cted cost reductions are
We continually review our manufaff cturt
ing operations and sourcing capaa bia lities. Effff eff cts of periodic
ing realignments and cost savings programs have in the past and could in the futff urt e result in a decrease in
manufaff cturt
our short-term earnings, including the impacts of restrucr
until the expected cost reductions are achieved. We also cannot assure you we will achieve all of our cost savings. Such
programs may include the consolidation, integration and upgrading of faff cilities, func
tions, systems and procedures. The
ts will depend in part on market conditions, and such actions may not be accomplished as quickly
success of these effff orff
as anticipated and the expected cost reductions may not be achieved or sustained.
ing charges and related impairments and other expenses,
turt
ff
In connection with our manufaff cturt
ing realignment and cost savings programs, we have closed or consolidated
turt e portions
turt e and enhance operational effff iff ciencies. In December 2022, we appr
a substantial portion of our global operations and reduced our personnel, which may reduce our flff exibility to respond
quickly to improved market conditions. In addition, we have in the past and may again in the futff urt e, restrucr
of our global workforff ce to simplifyff and streamline our organization, improve our cost strucr
overall business. These changes could affff eff ct employee morale and productivity and be disrupt
ive to our business and
rr
fiff nancial perforff mance. For example, in 2020 we closed our St. Romuald, Quebec, faff cility and Lac Megantic, Quebec,
components faff cility and in 2021 we closed our Springfiff eld, Missouri, stile and rail faff cility in order to improve our cost
strucr
better align our operational strucr
ing fooff
an optimized manufaff cturt
construcr
tion activity could
result in operational diffff iff culties, adversely impacting our abia lity to provide our products to our customers. This may
result in the loss of business to our competitors in the event they are better abla e to forff ecast or respond to market
demand. There can be no assurance that we will be abla e to accurately forff ecast the level of market demand or react in a
timely manner to such changes, which may have a material adverse effff eff ct on our business, fiff nancial condition and
results of operations.
turt e and long-term business strategy and (ii) continue to drive cost effff iff ciencies through
tprt
tion, residential repair, renovation and remodeling and non-residential building construcrr
int. Further, a faff ilure to anticipate a sharprr
increase in levels of residential new
turt e and strengthen our
ing plan intended to (i)
oved a restrucr
turt
a
WeWW are subject to thett
credit risii k of our customersrr .
We provide credit to our customers in the normal course of business. We generally do not require collateral in
extending such credit. An increase in the exposure, coupled with material instances of defaff ult, could have a material
adverse effff eff ct on our business, fiff nancial condition, results of operations and cash flff ows.
WeWW may be thett
such claims or recallsll , and we may not have suffff iff cient insurance coverage availabl
oduct liabilitytt clail ms or product recallsll , we may not accuratelyll estimate coststt relatl ed to
e to cover potential liabilities.
subject of prff
l
a
ications. We
Our products are used and have been used in a wide variety of residential and architecturt al appl
faff ce an inherent business risk of exposure to product liabia lity or other claims, including class action lawsuits, in the
event our products are alleged to be defeff ctive or that the use of our products is alleged to have resulted in harm to others
or to property. Because we manufaff cturt e a signififf cant portion of our products based on the specififf c requirements of our
customers, faff ilure to provide our customers the products and services they specifyff could result in product-related claims
and reduced or cancelled orders and delays in the collection of accounts receivabla e. We may in the futff urt e incur
expenses if product liabia lity lawsuits against us are successfulff
could result in adverse publicity to us, which could cause our sales to decline materially. In addition, it may be
necessaryrr
connected to the recall and loss of net sales. We maintain insurance coverage to protect us against product liabia lity
claims, but that coverage may not be adequate to cover all claims or costs that may arise or we may not be abla e to
maintain adequate insurance coverage in the futff urt e at an acceptabla e cost. Any liabia lity not covered by insurance or that
exceeds our establa ished reserves could materially and adversely impact our fiff nancial condition and results of operations.
us to recall defeff ctive products, which would also result in adverse publicity, as well as resulting in costs
,
. Moreover, any such lawsuits, whether or not successfulff
forff
In addition, consistent with industryrr practice, we provide warranties on many of our products and we may
experience costs of warranty or breach of contract claims if our products have defeff cts in manufaff cturt e or design or they
do not meet contractuat
l specififf cations. We estimate our futff urt e warranty costs based on historical trends and product
sales, but we may faff il to accurately estimate those costs and thereby faff il to establa ish adequate warranty reserves forff
them.
17
Financial Risks
ToTT service our consolidated indebtedness, we will require a signi
depee nds on many facff
business, fiff nancial condition and resultstt of operations.
torsrr beye ond our contrt ol,l and any faiff
i
fi iff cant amount of cash. Our abilitytt
to generate cash
lure to meet our debt service obligat
i
ions couldll harm our
Our estimated annual payment obligation forff
2023 with respect to our consolidated indebtedness is $60.0
million of interest payments, which gives effff eff ct to our increased indebtedness in 2023 in connection with our
acquisition of Endura. To fiff nance such acquisition, we entered into a new fiff ve-year $250.0 million delayed-draw term
loan faff cility (the "Term Loan Facility") and an amendment to the ABL Facility increasing the borrowing capaa
$350.0 million. The loans under the Term Loan Facility are repayabla e in equal quarterly installments forff
aggregate amortization payment equal to 15% of the aggregate principal amount, with the balance of the principal being
due on the term loan maturt
under the ABL Facility, we incur additional interest expense. Our
abia lity to pay interest on and principal of the senior notes, Term Loan Facility and ABL Facility along with our abia lity
to satisfyff our other debt obligations will principally depend upon our futff urt e operating perforff mance. As a result,
prevailing economic conditions and fiff nancial, business and other faff ctors, many of which are beyond our control, will
affff eff ct our abia lity to make these payments.
ity date. If we draw funds
an annual
city to
ff
If we do not generate suffff iff cient cash flff ows frff om operations to satisfyff our consolidated debt service obligations,
we may have to undertake alternative fiff nancing plans, such as refiff nancing or restrucrr
assets, reducing or delaying capia tal investments or seeking to raise additional capia tal. Our abia lity to restrucr
refiff nance our debt will depend on the capia tal markets and our fiff nancial condition at such time. Any refiff nancing of our
debt could be at higher interest rates and may require us to comply with more onerous covenants, which could furff
ther
ents, including the Term Loan
restrict our business operations. In addition, the terms of existing or futff urt e debt instrumrr
Facility, the ABL Facility and the indenturt es governing the senior notes, may restrict us frff om adopting some of these
alternatives. If we are unabla e to generate suffff iff cient cash flff ows to satisfyff our debt service obligations, or to refiff nance our
obligations on commercially reasonabla e terms, it would have an adverse effff eff ct, which could be material, on our
business, fiff nancial condition and results of operations.
ing our indebtedness, selling
turt e or
turt
Under such circumstances, we may be unabla e to comply with the provisions of our debt instrumrr
ents, including
ther borrowings. If we are unabla e to obtain any such waiver or amendment, our inabia lity to meet the fiff nancial
the fiff nancial covenants in the Term Loan Facility and the ABL Facility. If we are unabla e to satisfyff such covenants or
other provisions at any futff urt e time, we would need to seek an amendment or waiver of such fiff nancial covenants or other
provisions. The lenders under the Term Loan Facility and the ABL Facility may not consent to any amendment or
waiver requests that we may make in the futff urt e, and, if they do consent, they may not do so on terms which are
faff vorabla e to us. The lenders will also have the right in these circumstances to terminate any commitments they have to
provide furff
covenants or other provisions of the Term Loan Facility and the ABL Facility would constitutt e an event of defaff ult
thereunder, which would permit the lenders to accelerate repayment of borrowings under the Term Loan Facility and
the ABL Facility, which in turt n would constitutt e an event of the defaff ult under the indenturt e governing the senior notes,
permitting the holders of the senior notes to accelerate payment thereon. Our assets and/or cash flff ows, and/or that of our
ents if accelerated upon
subsidiaries, may not be suffff iff cient to fulff
an event of defaff ult, and the secured lenders under the Term Loan Facility and the ABL Facility could proceed against
the collateral securing that indebtedness. Such events would have a material adverse effff eff ct on our business, fiff nancial
condition and results of operations, as well as on our abia lity to satisfyff our obligations in respect of the senior notes.
ly repay borrowings under our outstanding debt instrumr
terms of thett
TheTT
current and futff ure operations, particularlyll our abilitytt
TeTT rm Loan FacFF ilitytt ,yy thett ABLBB FacFF ilitytt and thett
indentures governing thett
senior notes may restrtt ict our
s
to respond
to changes in our business or to takekk certain actions.
The credit agreements governing the Term Loan Facility and the ABL Facility as well as the indenturt es
governing the senior notes contain, and the terms of any futff urt e indebtedness of ours would likely contain, a number of
restrictive covenants that impose signififf cant operating and fiff nancial restrictions, including restrictions on our abia lity to
engage in acts that may be in our best long-term interests. The indenturt es governing the senior notes and the credit
agreements governing the Term Loan Facility and ABL Facility include covenants that, among other things, restrict our
and our subsidiaries’ abia lity to:
incur additional indebtedness and issue disqualififf ed or prefeff rred stock;
•
• make restricted payments;
•
sell assets;
18
create restrictions on the abia lity of their restricted subsidiaries to pay dividends or distributions;
create or incur liens;
enter into sale and lease-back transactions;
•
•
•
• merge or consolidate with other entities; and
•
enter into transactions with affff iff liates.
The operating and fiff nancial restrictions and covenants in the debt agreements entered into in connection with
the Term Loan Facility, the ABL Facility and any futff urt e fiff nancing agreements may adversely affff eff ct our abia lity to
fiff nance futff urt e operations or capia tal needs or to engage in other business activities.
FlFF uctuating exee change and interest rates couldll adversrr elyll affff eff ct our fiff nancial resultstt .
a
ing faff cilities, the prices forff
Our fiff nancial results may be adversely affff eff cted by flff uctuat
oximately 26% forff
ting exchange rates. Net sales generated outside of
the year ended Januaryrr 1, 2023. In addition, a signififf cant percentage of
a signififf cant portion of our raw materials are quoted in the domestic currency of
the United States were appr
our costs during the same period were not denominated in U.S. dollars. For example, forff most of our non-U.S.
manufaff cturt
the countryrr where the faff cility is located or other currencies that are not U.S. dollars. We also have substantial assets
outside the United States. As a result, the volatility in the price of the U.S. dollar has exposed, and in the futff urt e may
continue to expose, us to currency exchange risks. For example, we are subject to currency exchange rate risk to the
extent that some of our costs will be denominated in currencies other than those in which we earn revenues. Also, since
our fiff nancial statements are denominated in U.S. dollars, changes in currency exchange rates between the U.S. dollar
and other currencies have had, and will continue to have, an impact on many aspects of our fiff nancial results. Changes in
currency exchange rates forff
in which we operate may require us to raise the prices of our products in that
countryrr and may result in the loss of business to our competitors that sell their products at lower prices in that country.rr
any countryrr
Moreover, as our current indebtedness is denominated in a currency that is diffff eff rent frff om the currencies in
which we derive a portion of our net sales, we are also exposed to currency exchange rate risk with respect to those
fiff nancial obligations. When the outstanding indebtedness is repaid, we may be subject to taxes on any corresponding
forff eign currency gain.
Borrowings under our current Term Loan Facility and ABL Facility are incurred at variabla e rates of interest,
, interest rates rose signififf cantly in 2022 and such
a
tion risk. As described above
which exposes us to interest rate flff uctuat
rates may continue to increase in the futff urt e.
Data Security and Privacy
continuous operation of our inforff mation technology sys syy tems. FaiFF lure to maintain or prevent damage to
WeWW relyll on thett
such inforff mation technology sys syy tems or implm ement contemporm aryr technology sys syy tems may adversrr elyll affff eff ct our business,
resultstt of operations and customer relatl
ionshipsi
.
Our inforff mation technology systems allow us to accurately maintain books and records, record transactions,
r
provide inforff mation to management and prepare our consolidated fiff nancial statements. We may not have suffff iff cient
redundant operations to cover a loss or faff ilure in a timely manner. Our operations depend on our network of inforff mation
technology systems, which are vulnerabla e to damage frff om hardware faff ilure, fiff re, power loss, telecommunications
faff ilure, impacts of terrorism, cyber security vulnerabia lities (such as threats and attacks), computer virusr
es, naturt al
disasters (including those related to climate change) or other disasters. Any damage to our inforff mation technology
systems could cause interrupt
ions to our operations that materially adversely affff eff ct our abia lity to meet customers’
requirements, resulting in an adverse impact to our business, fiff nancial condition and results of operations. Periodically,
these systems need to be expanded, updated or upgraded as our business needs change. For example, we are in the
process of implementing a new enterprr
increasingly using cloud-based technology to enabla e our customers a secure link to our systems in ways that enhance
our customer relationships. We may not be abla e to successfulff
systems without experiencing diffff iff culties, which could require signififf cant fiff nancial and human resources and impact our
abia lity to effff iff ciently service our customers. Moreover, our recent technological initiatives and increasing dependence on
technology may exacerbar
ise resource planning system in our Europe segment. In addition, we are
ly implement changes in our inforff mation technology
te this risk.
19
Potential cyc ber thrtt eatstt and attackskk and data privacyc requirementstt couldl disii rupt our inforff mation securitytt sys syy tems and
cause damage to our business and our reput
ation.
e
Our internal inforff mation security systems and those of our current and any futff urt e partners, acquisitions,
r
r
opriation or corrupt
ion in the availabia lity of fiff nancial data, or
ion of our network of systems, including third party vendors' systems. Should damage to our
tion of
contractors and consultants are vulnerabla e to damage frff om cyber-attacks, computer virusrr
es, unauthorized access, naturt al
disasters, terrorism, war and telecommunication and electrical faff ilures. Inforff mation security threats, which pose a risk to
the security of our network of systems and the confiff dentiality and integrity of our data, are increasing in frff equency and
sophistication as evidenced by signififf cant ransomware attacks and forff eign attacks on prominent computer softff ware
systems that has had an impact on a wide variety of companies and industries. We have establa ished policies, processes
and multiple layers of defeff nses designed to help identifyff and protect against intentional and unintentional
a
misappr
network of systems occur, it could lead to the compromise of confiff dential inforff mation, manipulation and destrucr
data and product specififf cations, production downtimes, disrupt
misrepresentation of inforff mation via digital media. While we have not experienced any material breaches in
inforff mation security, the occurrence of any of these events could adversely affff eff ct our reputation and could result in
litigation, regulatoryrr action, fiff nancial loss, project delay claims and increased costs and operational consequences of
implementing furff
ther data protection systems. Further, regulators continue to expand data privacy and data security
requirements, as well as increased fiff nes forff
non-compliance of security and data breach obligations, specififf cally in the
European Union and United Kingdom under their separate General Data Protection Regulations, in Canada under the
Personal Inforff mation Protection and Electronic Documents Act and additional provincial data privacy laws, in the
United States under the Califorff nia Consumer Privacy Act and Califorff nia Privacy Rights and Enforff cement Act and other
state data privacy laws. Failure to comply with these current and futff urt e data privacy laws, policies, industryrr standards or
legal obligations or any security incident resulting in the unauthorized access to, or acquisition, release or transfeff r of
personal inforff mation may result in governmental enforff cement actions, litigation (including a private right of action),
fiff nes, penalties and statutt oryrr damages, as well as adverse publicity that may cause our customers to lose trusrr
t in us,
which could have a material adverse effff eff ct on our business and results of operations. In addition, the SEC issued a
proposed rulr e intended to enhance and standardize disclosures regarding cybersecurity risk management, strategy,
governance and cybersecurity incident reporting, which if appr
procedures to comply with these new rulrr es.
oved, will require us to develop additional policies and
a
Geopolitical Uncertainties
WeWW are exee pos
x
ed to political,l economic and othett
r risii kskk that
tt
arisii e frff om operating a multinational business.
We have operations in the United States, Canada, Europe and, to a lesser extent, other forff eign jurisdictions. In
oximately 74% of our net sales were in the United States, 14% in Canada and 9%
the year ended Januaryrr 1, 2023, appr
in the United Kingdom. Further, certain of our businesses obtain raw materials and fiff nished goods frff om forff eign
suppliers. Accordingly, our business is subject to political, economic and other risks that are inherent in operating in
numerous countries.
a
These risks include:
•
•
•
•
•
•
•
the diffff iff culty of enforff cing agreements and collecting receivabla es through forff eign legal systems;
trade protection measures and import or export licensing requirements;
tax rates in forff eign countries and the imposition of withholding requirements on forff eign earnings;
the imposition of tariffff sff , such as those recently adopted by the United States and other jurisdictions, or other
restrictions;
diffff iff culty in staffff iff ng and managing widespread operations and the appl
required compliance with a variety of forff eign laws and regulations; and
changes in general economic and political conditions in countries where we operate.
ication of forff eign labor
regulations;
a
a
Our business success depends in part on our abia lity to anticipate and effff eff ctively manage these and other risks.
We cannot assure you that these and other faff ctors will not have a material adverse effff eff ct on our international operations
or on our business as a whole. See also "TarTT ifi fff sff and evolving trt ade policyc betwtt een thett UniUU ted States and othett
r
countrt ies, including ChiCC na, and thett
operations."
impacm t of anti-dumpim ng and countervailing duties on our business and resultstt of
20
Human Capital Risks
TheTT
loss of certain membersrr of our management may have an adversrr e efe fff eff ct on our operating resultstt .
Our success will depend, in part, on the effff orff
ts to retain our senior management and other key employees.
These individuals possess sales, marketing, engineering, manufaff cturt
how that are critical to the operation of our business. If we lose or suffff eff r an extended interrupt
or more of our senior offff iff cers or other key employees, our fiff nancial condition and results of operations may be
negatively affff eff cted. Moreover, the pool of qualififf ed individuals may be highly competitive and we may not be abla e to
attract and retain qualififf ed personnel to replace or succeed members of our senior management or other key employees,
should the need arise. The loss of the services of any key personnel or our inabia lity to hire new personnel with the
requisite skills, could impair our abia lity to develop new products or enhance existing products, sell products to our
customers or manage our business effff eff ctively.
ing, fiff nancial and administrative skills and know-
ion in the services of one
r
Legal and Regulatory Risks
EnvEE ironmental requirementstt and othett
complm iance coststt and liabilities on us.
r government regul
e
ation may imposm e signi
fi iff cant environmental and legal
e
i
We analyze environmental-related risks in two separate categories: transition risks and physical risks.
Transition risks are those risks relating to the transition of the global economy to a focff us on more climate-frff iendly
technologies. Physical risks frff om climate change that could affff eff ct our business include acute weather events such as
flff oods, tornadoes or other severe weather and ongoing changes such as rising temperaturt es or extreme variabia lity in
weather patterns. For a discussion on physical risks, please see the risk faff ctor "—Our business isii subject to climate
may affff eff ct our net sales, cash flff owsww frff om operations and resultstt of
change and relatl ed exee trt eme weathett
operations."
r eventstt
tt
that
In respect to transition risks, our operations are subject to numerous Canadian (feff deral, provincial and local),
United States (feff deral, state and local), European (European Union, national and local) and other laws and regulations
relating to pollution, public reporting and disclosure related to climate change, and the protection of human health and
the environment, including, without limitation, those governing emissions to air, discharges to water, storage, treatment
and disposal of waste, releases of contaminants or hazardous or toxic substances, remediation of contaminated sites and
protection of worker health and safeff ty. From time to time, our faff cilities are subject to investigation by governmental
regulators. Despite our effff orff
administrative or criminal enforff cement actions, of being held liabla e, of being subject to an order or of incurring costs,
fiff nes or penalties forff
, among other things, releases of contaminants or hazardous or toxic substances occurring on or
emanating frff om currently or forff merly owned or operated properties or any associated offff sff ite disposal location, or forff
contamination discovered at any of our properties frff om activities conducted by us or by previous occupants. We have
incurred costs relating to compliance with Maximum Achievabla e Control Technology standard and futff urt e expenditurt es
may be required to comply with any changes in environmental requirements are anticipated to be undertaken as part of
our ongoing capia tal investment program, which is primarily designed to improve the effff iff ciency of our various
manufaff cturt
ing processes. The amount of any resulting liabia lities, costs, fiff nes or penalties may be material.
ts to comply with environmental requirements, we are at risk of being subject to civil,
In addition, the requirements of such laws and enforff cement policies have generally become more stringent
over time. Changes in environmental laws and regulations or in their enforff cement or the discoveryrr of previously
unknown or unanticipated contamination or non-compliance with environmental laws or regulations relating to our
properties or operations could result in signififf cant environmental liabia lities or costs which could adversely affff eff ct our
business. Accordingly, we might incur increased operating and maintenance costs and capia tal expenditurt es and other
costs to comply with such laws as well as increasingly stringent air emission control laws or other futff urt e requirements,
which may decrease our cash flff ows. Also, discoveryrr of currently unknown or unanticipated conditions could require
responses that would result in signififf cant liabia lities and costs. Accordingly, we are unabla e to predict the ultimate costs
of compliance with or liabia lity under environmental laws, which may be larger than current projections.
s
encyc ,yy thrtt
Lack of trtt anspar
government offff iff cialsll
UniUU ted States ForFF eigni CorCC rupt Practices Act.
increases risii k forff
eat of fff rff aud, public sector corruption and othett
r forff ms of criminal activitytt
involving
potential liabilitytt under anti-briberyr or anti-f- rff aud legie sii lation, including thett
We operate faff cilities in seven countries and sell our products around the world. As a result of these
international operations, we may enter frff om time to time into negotiations and contractuat
l arrangements with parties
21
affff iff liated with forff eign governments and their offff iff cials. In connection with these activities, we are subject to the FCPA,
laws that prohibit improper payments or offff eff rs of payments to
the United Kingdom Briberyrr Act and other anti-briberyrr
e
the purpos
forff eign governments and their offff iff cials and political parties by United States and other business entities forff
faff vorabla e treatment of any kind and requires the
of obtaining or retaining business, or otherwise receiving discretionaryrr
maintenance of internal controls to prevent such payments. In particular, we may be held liabla e forff
actions taken by our
local partners and agents in forff eign countries where we operate, even though such parties are not always subject to our
control. As part of our Masonite Values Operating Guide, we have establa ished FCPA and other anti-briberyrr policies and
procedures and offff eff r several channels forff
international laws and regulations. However, there can be no assurance that our policies and procedures will effff eff ctively
prevent us frff om violating these laws and regulations in everyrr
transaction in which we may engage. Any determination
laws (whether directly or through acts of others, intentionally or
that we have violated the FCPA or other anti-briberyrr
through inadvertence) could result in sanctions that could have a material adverse effff eff ct on our results of operations and
fiff nancial condition.
raising concerns in an effff orff
icabla e United States and
t to comply with appl
a
rr
If we expand our business globally, we may have diffff iff culty anticipating and effff eff ctively managing these and
other risks that our international operations may faff ce, which may adversely impact our business outside of North
America and our fiff nancial condition and results of operations. In addition, any acquisition of businesses with operations
outside of North America may exacerbar
te this risk.
CC
Change
s in government regul
e
atl
ion may have a material efe fff eff ct on our resultstt of operations.
Our manufaff cturt
ing faff cilities and components of our products are subject to numerous forff eign, feff deral, state
and local laws and regulations, including those relating to the presence of hazardous materials and protection of worker
health and safeff ty. Liabia lity under these laws involves inherent uncertainties. Changes in such laws and regulations or in
their enforff cement could signififf cantly increase our costs of operations which could adversely affff eff ct our business.
Violations of health and safeff ty laws are subject to civil, and, in some cases, criminal sanctions. As a result of these
uncertainties, we may incur unexpected interrupt
could adversely impact our business, fiff nancial condition and results of operations.
ions to operations, fiff nes, penalties or other reductions in income which
r
Further, in order forff
our products to obtain the energy effff iff cient "ENERGYSTAR" labea
l, they must meet certain
requirements set by the Environmental Protection Agency ("EPA"). Changes in the energy effff iff ciency requirements
establa ished by the EPA forff
labea
results of operations.
l our products as such or we are not abla e to comply with the new standards at all, negatively affff eff ct our net sales and
l could increase our costs, and, if there is a lapsa
the ENERGYSTAR labea
e in our abia lity to
Moreover, many of our products are regulated by building codes and require specififf c fiff re, penetration or wind
resistance characteristics. A change in the building codes could have a material impact on the manufaff cturt
these products, which we may not be abla e to pass on to our customers.
ing cost forff
In addition, changing laws, regulations and standards relating to corpor
r
ate governance and public disclosure,
including the Sarbar nes-Oxley Act, the Dodd-Frank Act and related regulations implemented by the Securities and
Exchange Commission ("SEC"), and the stock exchanges are creating uncertainty forff
and fiff nancial compliance costs and making some activities more time-consuming. Further, new regulations or
interprr etations of existing laws may result in enhanced disclosure obligations, including with respect to climate change
or other Environmental, Social and Governance matters, which could negatively affff eff ct us or materially increase our
regulatoryrr burden. Increased regulations generally increase our costs, and we could continue to experience higher costs
if new laws require us to spend more time, hire additional personnel or purchase new technology to comply effff eff ctively.
These laws, regulations and standards are subject to varyirr ng interprrr etations, in many cases due to their lack of
specififf city, and, as a result, their appl
ication in practice may evolve over time as new guidance is provided by
regulatoryrr and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher
costs necessitated by ongoing revisions to disclosure and governance practices.
public companies, increasing legal
a
We intend to invest resources to comply with evolving laws, regulations and standards, and this investment
may result in increased general and administrative expenses and a diversion of management’s time and attention frff om
revenue-generating activities to compliance activities. If our effff orff
diffff eff r frff om the activities intended by regulatoryrr or governing bodies due to ambiguities related to practice, regulatoryrr
authorities may initiate legal proceedings against us and our business may be harmed. We also expect that being a
public company and these new rulr es and regulations will make it more expensive forff
ts to comply with new laws, regulations and standards
us to obtain director and offff iff cer
22
liabia lity insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain
coverage. These faff ctors could also make it more diffff iff cult forff
directors, particularly to serve on our audit committee and compensation committee, and attract and retain qualififf ed
executive offff iff cers.
us to attract and retain qualififf ed members of our board of
General Risks
Public health issues such as a major epidemic or pandemic could adversely affect our business or results of operations.
Demand for our product is dependent on a variety of macroeconomic factors, such as employment levels,
interest rates, changes in stock market valuations, consumer confidence, housing demand and availability of financing
for home buyers. These factors, in particular consumer confiff dence, can be significantly adversely affected by a variety
of factors beyond our control. Since 2019, the ongoing spread of COVID-19 caused significant volatility in U.S. and
international debt and equity markets, which negatively impacted consumer confidence, and caused business
disruptions. For example, at various times in 2020, we temporarily closed certain locations as a result of government
orders and furloughed employees, as well as significantly altered our operations, thereby reducing production. The
impact of these actions resulted in a decrease in net sales of approximately $100 million in the second quarter of fiscal
year 2020. The impacts of COVID-19-related absenteeism, labor constraints and supply chain disruptions resulted in
lost production at our facilities and may continue in future periods.
While government restrictions have eased throughout 2022 and people have largely resumed pre-pandemic
r
activities, the effff eff cts of COVID-19 continue to linger in the global economy and our supply chains. There is continuing
uncertainty regarding how long the impacts of COVID-19 will affff eff ct the U.S. economy and our supply chain and
operations. Futurt e disrupt
ions and governmental actions, due to COVID-19 or a diffff eff rent epidemic or pandemic,
combined with any associated economic and/or social instabia lity or distress, may have an adverse impact on our results
of operations, fiff nancial condition and cash flff ows, and may lead to higher-than-normal inventory levels, higher sales-
related reserves, impairment of goodwill and other long-lived assets, a volatile effective tax rate driven by changes in
the mix and earnings across our jurisdictions and an impact on the effectiveness of our internal controls over financial
reporting.
e claims that
WeWW may facff
propertytt
relating to patent or trt ademarkrr right
frff om infrff ingement by othett
intellectual propertytt right
i
by incurring substantial coststt as a result of litigat
rsrr exee cepte
stt , any of which couldl cause our net sales or profiff tabilitytt
we infrff inge thitt rd partytt
i
tt
i
ion or othett
to decline.
stt , or be unable to protect our intellectual
r proceedings
We rely on a combination of United States, Canadian and, to a lesser extent, European patent, trademark,
l property portfolff
ications may not be allowed by the appl
io. We have registered trademarks, and copyrights and our patent and trademark
icabla e governmental authorities to issue as patents or register as trademarks
a
copyright and trade secret laws as well as licenses, nondisclosure, confiff dentiality and other contractuat
protect our intellectuat
a
appl
at all, or in a forff m that will be advantageous to us. In addition, we have selectively pursued patent and trademark
protection, and in some instances we may not have registered important patent and trademark rights in these and other
countries. Furthermore, the laws of forff eign countries may not protect our intellectuat
l property rights to the same extent
as the laws of the United States. Additionally, the processes by which we clear our intellectuat
"frff eedom to operate" opinions could faff il. The faff ilure to obtain worldwide patent and trademark protection may result in
other companies copying and marketing products based upon our technologies or under our brand or tradenames outside
the jurisdictions in which we are protected. This could impede our growth in existing regions and into new regions,
our
create confusff
protected products.
ion among consumers and result in a greater supply of similar products that could erode prices forff
l property or obtain
l restrictions to
Our abia lity to protect our intellectuat
l property, including our patents, trademarks, copyrights, trade secrets and
l property, frff om unauthorized use by others is critical to our success. There is no guarantee that the
licensed intellectuat
patents we have obtained, or other protections such as confiff dentiality, trade secrets and copyrights, will be adequate to
prevent imitation of our products by others. Our abia lity to compete based on our advantageous intellectuat
be harmed if we are unabla e to protect our products through enforff cing or prosecuting our intellectuat
we faff il to protect our intellectuat
competitive advantage.
l property frff om unauthorized use, we risk the loss of these rights and any associated
l property rights. If
l property may
Moreover, we may be accused of misappr
a
opriating or infrff inging on third-party intellectuat
l property. Our
trademarks and branding practices could also be challenged. In the event of a challenge, we may be required to defeff nd
l property rights frff om
the Company in litigation, or we may be required to institutt e litigation to enforff ce such intellectuat
23
unauthorized use by others. Regardless of the outcome, the enforff cement or defeff nse of such rights could result in
substantial costs and diversion of resources, and could negatively affff eff ct our competitive position, sales, profiff tabia lity and
reputation. Further, if we are fouff nd to have infrff inged on a patent in litigation, we may be liabla e forff monetaryrr damages
as well as injunctive relief,ff which would prevent us frff om selling the infrff inging product unless we obtain a license or are
abla e to redesign our product to avoid infrff ingement. Such a license may not be availabla e at all or on terms acceptabla e to
us, and we may not be abla e to redesign our products to avoid infrff ingement, which could adversely affff eff ct our operations.
Our intellectuat
l property rights may be subject to various attacks claiming such rights are valid or
unenforff ceabla e. These attacks might invalidate, render unenforff ceabla e or otherwise limit the scope of the protection that
our patents and trademarks affff orff d. In the event we lose the use of a product name, our effff orff
be lost and we would have to devote management resources to rebuilding a brand forff
varyirr ng degrees of success. Even if we do prevail in a patent infrff ingement litigation, third parties may still be abla e to
design around our patents, which could harm our competitive position.
ts building such brand would
such product, which we may do to
IfII we are unable to reple ace our exee pix ring patentstt or faiff
and internationallyll will be harmed. InII addition, our productstt
have a material adversrr e efe fff eff ct on our business.
l to continue to innovate, our abilitytt
to compem te bothtt domesticallyll
facff
e thett
risii k of obsolescence, which, ifi realizii ed, couldl
Our continued success depends on our abia lity to develop and introduce new or improved products, to improve
ing and product service processes and to protect our rights to the technologies used in our products. If
our manufaff cturt
we faff il to do so, or if existing or futff urt e competitors achieve greater success than we do in these areas, our results of
operations and our profiff tabia lity may decline.
We depend on our door manufaff cturt
ing intellectuat
l property and products to generate revenue. Some of our
io to
l property of our products, we believe it is possible that new competitors will emerge in door
patents will begin to expire in the next several years. While we will continue to work to add to our patent portfolff
protect the intellectuat
ing. We do not know whether we will be abla e to develop additional proprietaryrr designs, processes or
manufaff cturt
products. If any protection we obtain is reduced or eliminated, others could use our intellectuat
l property without
compensating us, resulting in harm to our business. Moreover, as our patents expire, competitors may utilize the
inforff mation found
important expiring patents by securing additional patents on commercially desirabla e improvements, and new products,
designs and processes, there can be no assurance that we will be successfulff
in securing such additional patents, or that
such additional patents will adequately offff sff et the effff eff ct of the expiring patents.
in such patents to commercialize their own products. While we seek to offff sff et the losses relating to
ff
Further, we faff ce the risk that third parties will succeed in developing or marketing products that would render
our products or may cause our customers to delay or defeff r purchasing our products. Accordingly, our
our products obsolete or noncompetitive. New, less expensive methods could be developed that replace or reduce the
demand forff
success depends in part upon our abia lity to respond quickly to market changes through the development and
introduction of new products. The relative speed with which we can develop products, complete regulatoryrr clearance or
appr
oval processes and supply commercial quantities of the products to the market are important to remain competitive.
a
Any delays could result in a loss of market acceptance and market share. We cannot provide assurance that our new
product development effff orff
ts will result in any commercially successfulff
products.
Item 1B. Unresolved Staffff Comments
None.
24
Item 2. Properties
Our United States executive headquarters are located in Tampa, Florida, and consist of appr
a
oximately 88,000
square feff et of leased offff iff ce space at two sites. Our Canadian executive offff iff ces are located in a single leased site in
Concord, Ontario. As of Januaryrr 1, 2023, we owned and leased the folff
lowing number of properties, by reportabla e
segment:
Manufacff
turing
and Distribution
Warehouse
Support
Total
Owned properties:
North American Residential
Europe
Architecturt al
rr
Corpor
ate & Other
Total owned properties
Leased properties:
North American Residential
Europe
Architecturt al
rr
Corpor
ate & Other
Total leased properties
Total owned and leased properties
19
4
6
—
29
20
3
6
1
30
59
5
—
—
—
5
16
5
7
—
28
33
—
—
—
1
1
2
1
—
4
7
8
24
4
6
1
35
38
9
13
5
65
100
Our properties in the North American Residential and Architecturt al segments are distributed across 28 states in
provinces in Canada, as well as two manufaff cturt
ing faff cilities in Mexico and three
ing faff cilities in Chile. Our properties in the Europe segment are distributed across the United Kingdom, as
include one
ing faff cility in Ireland. Our material properties in the Corpor
ate and Other categoryrr
rr
ing faff cilities was 12.4 million square feff et, including 3.2 million square feff et in our fiff ve molded
t faff cilities in the United States. As of Januaryrr 1, 2023, total flff oor
ff
the United States and four
manufaff cturt
well as one manufaff cturt
manufaff cturt
space at our manufaff cturt
door faff cings faff cilities. In addition to the properties outlined above
United States and own 17,000 acres of forff estland in Costa Rica.
ing faff cility in Malaysia and four
u
suppor
a
ff
, we lease one idle manufaff cturt
ing faff cility in the
We believe that our faff cilities are suitabla e to our respective businesses and have production capaa
support our current level of production to meet our customers’ demand. Additional investments in manufaff cturt
faff cilities are made as appr
city with our customers’ demand.
opriate to balance our capaa
a
city adequate to
ing
Item 3. Legal Proceedings
The inforff mation required with respect to this item can be found
ff
under "Commitments and Contingencies" in
Note 10 to the consolidated fiff nancial statements in this Annual Report and is incorpor
rr
ated by refeff rence into this Item 3.
Item 4. Mine Safeff ty Disclosures
a
Not appl
icabla e.
Inforff mation about our Executive Offff iff cers
Inforff mation about
a
the Company's executive offff iff cers is incorpor
r
ated herein by refeff rence frff om Part III, Item 10
hereof.ff
25
PART II
Item 5. Market forff Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market Inforff mation
Our common shares are listed on the New York Stock Exchange ("NYSE") under the symbol "DOOR".
Holders
As of Februarr
r
t Corpor
Depositoryrr Trusr
ation.
ryrr 28, 2023, we had one record holder of our common shares, Cede & Co., the nominee of the
Dividends
We do not intend to pay any cash dividends on our common shares forff
the forff eseeabla e futff urt e and instead may
futff urt e operations and expansion, share repurchases or debt repayments, among other things.
retain earnings, if any, forff
Any decision to declare and pay dividends in the futff urt e will be made at the discretion of our Board of Directors and will
depend on, among other things, our results of operations, liquidity requirements, fiff nancial condition, contractuat
l
restrictions and other faff ctors that our Board of Directors may deem relevant. In addition, our abia lity to pay dividends is
limited by covenants in our Term Loan Facility, in our ABL Facility and in the indenturt e governing our senior notes.
Futurt e agreements may also limit our abia lity to pay dividends. See Note 9 to our audited consolidated fiff nancial
statements contained elsewhere in this Annual Report forff
restrictions on our abia lity to pay dividends.
26
Stock Perforff mance Graph
The folff
lowing grapha
depicts the total returt n to shareholders frff om Januaryrr 1, 2018, through Januaryrr 1, 2023,
relative to the perforff mance of the Standard & Poor's 500 Index and the Standard & Poor's 1500 Building Products
Index. The grapha
assumes an investment of $100 in our common stock and each index on Januaryrr 1, 2018, and the
reinvestment of dividends paid since that date. The stock perforff mance shown in the grapha
of futff urt e price perforff mance.
is not necessarily indicative
Comparison of Cumulative Total Stockholder Return
Masonite International Corporation, Standard & Poor's 500 Index and
Standard & Poor's 1500 Building Products Index
(Perforff mance Results through January 1, 2023)
$225
$200
$175
$150
$125
$100
$75
$50
1/1/2018
12/30/2018
12/29/2019
1/3/2021
1/2/2022
1/1/2023
Masonite International Corpor
ation
S&P 1500 Building Products Index
rr
Standard & Poor's 500 Index
ation
Masonite International
Corpor
rr
Standard & Poor's 500
Index
Standard & Poor's 1500
Building Products Index
January 1,
2018
December 30,
2018
December 29,
2019
January 3,
2021
January 2,
2022
January 1,
2023
$
100.00
$
61.92
$
96.90
$
132.62
$
159.07
$
108.71
100.00
100.00
95.62
78.05
125.72
110.97
148.85
142.42
191.58
208.97
156.89
160.15
Recent Sales of Unregistered Securities; Use of Proceeds frff om Registered Securities
None.
27
Repurchases of Equity Securities by the Issuer and Affff iff liated Purchasers
During the three months ended Januaryrr 1, 2023, we repurchased 123,911 of our common shares in the open
market.
Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plans or
Programs
Approximate
Dollar Value
of Shares that
May Yet be
Purchased
Under the
Plans or
Programs
Total Number
of Shares
Purchased
Average Price
Paid per
Share
October 3, 2022 through October 30, 2022
October 31, 2022 through November 27, 2022
November 28, 2022 through Januaryrr 1, 2023
Total
—
—
123,911
123,911
$
$
—
—
76.58
76.58
— $ 256,393,264
— $ 256,393,264
123,911
$ 246,904,280
123,911
The Company's Board of Directors has appr
a
oved fiff ve share repurchase authorizations, the most recent being an
a
ryrr 21, 2022. The share repurchase programs
oved on Februarr
incremental $200.0 million share repurchase program appr
have no specififf ed end date and the timing and amount of any share repurchases will be determined by management
based on our evaluation of market conditions and other faff ctors. Any repurchases under the share repurchase programs
may be made in the open market, in privately negotiated transactions or otherwise, subject to market conditions,
a
appl
any particular amount of common shares, and they may be suspended or terminated at any time at our discretion.
Repurchases under the share repurchase programs are permitted to be made under one or more RulRR e 10b5-1 plans,
which would permit shares to be repurchased when we might otherwise be precluded frff om doing so under appl
insider trading laws.
icabla e legal requirements and other relevant faff ctors. The share repurchase programs do not obligate us to acquire
icabla e
a
ion forff
During the fiff rst quarter of 2022, the Company entered into an ASR transaction with a third-party fiff nancial
the repurchase of $100.0 million of its outstanding common shares. At inception, pursuant to the
institutt
agreement, the Company paid $100.0 million to the fiff nancial institutt
deliveryrr of 848,087 common shares on the same day. The fiff nal deliveryrr of 319,678 common shares were delivered in
the second quarter. The $100.0 million ASR transaction was completed in the second quarter with a total deliveryrr of
1,167,765 common shares at a volume-weighted average price ("VWAP") per share minus an agreed upon discount
totaling $85.63 per share. The cash paid was reflff ected as a reduction of equity at the initial deliveryrr of shares and the
number of shares outstanding were reduced at the dates of physical delivery.rr
ion using cash on hand and received an initial
As of Januaryrr 1, 2023, since inception of the repurchase programs we have repurchased $763.1 million of our
common shares and have $246.9 million availabla e forff
repurchase in accordance with our share repurchase programs.
Item 6. [Reserved]
28
MASONITE INTERNATIONAL CORPORARR TION
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
TheTT
folff
MM
lowing Manage
ment's' Disii cussion and Analyll syy isii of FiFF nancial Condi
CC
tion and Resultstt of OpeO rations
JJ
yr 2, 2022. ForFF furff
("M" DMM &A&& ")" isii based upon accounting principli es generallyll accepte ed in thett UniUU ted States of America and disii cusses thett
JJ
fiff nancial condition and resultstt ofo operations forff MasMM onite IntII ernational CorCC por
yr 1,
ation forff
yr 2, 2022, and
yearsrr ended Januar
2023, and Januar
thett
Januar
tion and Resultstt of OpeO rations" in Part
yr 3, 2021, see "M" anage
JJ
IIII ,II ItII em 7 of our Annual Repor
FeFF bruaryr 24, 2022, and which isii
m
"ComCC pany
acquisii ition.
SEC on
thett
," "our
"
a
ation and itstt subsidiaries and does not include thett Endur
r disii cussion of our resultstt of operations forff
ment’s Disii cussion and Analyll syy isii of FiFF nancial Condi
t on ForFF m 10-K forff
yr 2, 2022, which was fiff led withtt
thitt sii MDMM &A&& , "M" asMM onite," "w"" e," "us"
" refe eff r to MasMM onite InII ternational CorCC por
ated herein by refe eff rence. InII
yearsrr ended Januar
year ended Januar
" and thett
r
incorpor
thett
thett
thett
MM
CC
EE
e
JJ
JJ
r
r
ThiTT sii disii cussion shouldl be read in conjunction withtt
thett
included elsll ewhere in thitt sii Annual Repor
"
disii closure under "Spe
withtt
e
elsll ewhere in thitt sii Annual Repor
se risii kskk and uncertainties.
statementstt as a result of thett
e
e
t on ForFF m 10-K.KK TheTT
consolidated fiff nancial statementstt and related notes
lowing disii cussion shouldll alsll o be read in conjunction
ding ForFF ward Looking Statementstt " and Part I,II ItII em 1A, "R" isii k FacFF torsrr "
thett
folff
cial NotNN e Regar
t on ForFF m 10-K.KK Our actual resultstt couldll difi fff eff r materiallyll
frff om thett
forff ward-looking
Overview
We are a leading global designer, manufaff cturt er, marketer and distributor of interior and exterior doors and door
the new construcrr
systems forff
building construcr
service at compelling values. Through innovative door solutions, a better door buying experience forff
partners and advanced manufaff cturt
ing and service delivery,rr we deliver a commitment of Doors That Do MoreTM.
tion markets. Since 1925, we have provided our customers with innovative products and superior
tion and repair, renovation and remodeling sectors of the residential and non-residential
our customers and
We market and sell our products to remodeling contractors, builders, homeowners, retailers, dealers,
rds, commercial and general contractors and architects through well-establa ished wholesale, retail and direct
lumberyarr
distribution channels as part of our cross-merchandising strategy. Customers are provided a broad product offff eff ring of
interior and exterior doors and entryrr systems at various price points. We manufaff cturt e an extensive range of interior and
exterior doors in a wide array of designs, materials and sizes. Our interior doors are made with wood and related
materials such as hardboard (including wood composite molded and flff at door faff cings). Our exterior doors are made
primarily of steel, fiff berglass or composite materials. Our residential doors are molded panel, flff ush, stile and rail, steel or
fiff berglass.
We operate 59 manufaff cturt
ing and distribution faff cilities in seven countries in North America, South America,
Europe and Asia, which are strategically located to serve our customers through multiple distribution channels. These
distribution channels include: (i) direct distribution to retail home center customers; (ii) one-step distribution that sells
directly to homebuilders and contractors; and (iii) two-step distribution through wholesale distributors. For retail home
center customers, numerous door faff bra ication faff cilities provide value-added faff bra ication and logistical services, including
pre-fiff nishing and store deliveryrr of pre-hung interior and exterior doors. We believe our abia lity to provide: (i) a broad
product range; (ii) frff equent, rapia d, on-time and complete delivery;rr
(iii) consistency in products and merchandising; (iv)
national service; and (v) special order programs enabla es retail customers to increase comparabla e store sales and helps to
ing and distribution
diffff eff rentiate us frff om our competitors. We believe investments in innovative new product manufaff cturt
futff urt e growth.
capaa bia lities, coupled with an ongoing commitment to operational excellence, provide a strong platforff m forff
Our reportabla e segments are currently organized and managed principally by end market: North American
Residential, Europe and Architecturt al. In the year ended Januaryrr 1, 2023, we generated net sales of $2,283.6 million or
79.0%, $280.8 million or 9.7% and $307.0 million or 10.6% in our North American Residential, Europe and
Architecturt al segments, respectively. See "Segment Inforff mation" below forff
a description of our reportabla e segments.
During 2022, we were negatively impacted by rising energy and fueff
l costs, partly attributabla e to the war
between RusRR sia and Ukraine, as well as rising costs forff
faff cilities impacted our abia lity to service customers, particularly in our Architecturt al segment. Consumer sentiment,
inflff ationaryrr pressures and strengthening of the U.S. dollar negatively impacted our Europe segment. During the second
half of the year, base volumes decreased in our North American Residential segment due to new housing weakness and
wholesale inventoryrr destocking with the residential repair, renovation and remodeling channel remaining resilient until
ions, rising energy and
late in the four
raw materials. In addition, production challenges in some of our
and logistics constraints, supply chain disrupt
th quarter. The extent to which labor
a
ff
r
29
MASONITE INTERNATIONAL CORPORARR TION
fueff
l costs, material inflff ation, consumer sentiment, interest rates and global economic pressures impact our business,
results of operations and fiff nancial condition will depend on futff urt e developments, which are highly uncertain and cannot
be predicted.
Key Factors Affff eff cting Our Results of Operations
Product Demand
There are numerous faff ctors that inflff uence overall market demand forff
our products. Demand forff
new homes,
home improvement products and other building construcr
results of operations. Demand foff r our products may be impacted by changes in global economic conditions, including
inflff ation, deflff ation, interest rates, availabia lity of capia tal, supply chain constraints, consumer spending rates, energy
availabia lity and costs, and the effff eff cts of governmental initiatives to manage economic conditions. Additionally, trends in
residential new construcr
tion, repair, renovation and remodeling and architecturt al building construcrr
impact our fiff nancial perforff mance. Accordingly, the folff
countries and regions in which our products are sold:
lowing faff ctors may have a direct impact on our business in the
tion products have a direct impact on our fiff nancial condition and
tion may directly
•
•
•
•
•
•
•
•
•
tion;
the strength of the economy;
the amount and type of residential and commercial construcr
housing sales and home values;
the age of existing home stock, home vacancy rates and forff eclosures;
non-residential building occupancy rates;
increases in the cost of raw materials or wages or any shortage in supplies or labor
the availabia lity and cost of credit;
employment rates and consumer confiff dence; and
demographi
forff mation.
a
a
;
c faff ctors such as immigration and migration of the population and trends in household
Product Pricing and MiMM xii
The building products industryrr
is highly competitive and we thereforff e faff ce pressure on sales prices of our
products. In addition, our competitors may adopt more aggressive sales policies and devote greater resources to the
development, promotion and sale of their products than we do, which could result in a loss of customers. Our business in
general is subject to changing consumer and industryrr
change oftff en and our faff ilure to anticipate, identifyff or quickly react to changes in these trends could lead to, among other
our products, which could materially
things, reje ection of a new product line and reduced demand and price reductions forff
adversely affff eff ct us. Changes in consumer prefeff rences may also lead to increased demand forff
relative to our higher margin products, which could reduce our futff urt e profiff tabia lity.
trends, demands and prefeff rences. Trends within the industryrr
our lower margin products
Business WiWW ns and Losses
Our customers consist mainly of wholesalers and retail home centers. In fiff scal year 2022, our top ten customers
a
appr
oximately 22% of our net sales in fiff scal year 2022. Net sales frff om customers that have accounted forff
oximately 50% of our net sales and our top customer, The Home Depot, Inc. accounted forff
together accounted forff
a signififf cant
a
appr
portion of our net sales in past periods, individually or as a group, may not continue in futff urt e periods, or if continued,
may not reach or exceed historical levels in any period. Certain customers perforff m periodic product line reviews to
assess their product offff eff rings, which have, on past occasions, led to business wins and losses. In addition, as a result of
competitive bidding processes, we may not be abla e to increase or maintain the margins at which we sell our products to
our customers.
Organi
r
zii ational Restrtt ucturing
Over the past several years, we have engaged in a series of restrucrr
es and non-core businesses, consolidating certain internal support func
geographi
a
designed to reduce our cost strucr
and lease termination costs. Management continues to evaluate our business; thereforff e, in futff urt e years, there may be
additional provisions forff
turt
ff
turt e and improve productivity. These initiatives primarily consist of severance actions
new plan initiatives, as well as changes in previously recorded estimates, as payments are made
ing programs related to exiting certain
tions and engaging in other actions
30
MASONITE INTERNATIONAL CORPORARR TION
or actions are completed. Asset impairment charges were also incurred in connection with these restrucr
those assets sold, abaa ndoned or made obsolete as a result of these programs.
turt
ing actions forff
In December 2022, we began implementing a plan to improve overall business perforff mance that includes the
ing capaa
optimization of our manufaff cturt
city and reduction of our overhead and selling, general and administration
workforff ce primarily in our North American Residential reportabla e segment as well as actions in the Architecturt al
reportabla e segment and in our head offff iff ces (collectively, the "2022 Plan"). The optimization of our manufaff cturt
ing
capaa
city involves specififf c plants in the North American Residential segment and costs associated with the closure of
these plants and related headcount reductions. Costs associated with the 2022 Plan include severance and closure charges
and will continue through 2023. The actions taken as part of the 2022 Plan are expected to increase our annual earnings
and cash flff ows by appr
oximately $15 million to $20 million.
a
In May 2021, we initiated furff
ther actions to improve overall business perforff mance including the reorganization
ing capaa
city in our Architecturt al reportabla e segment. The reorganization of our
city involves specififf c faff cilities in the Architecturt al segment and costs associated with the
of our specialty door manufaff cturt
ing capaa
manufaff cturt
reorganization of these faff cilities, which resulted in the closure of one existing stile and rail faff cility and related headcount
reductions beginning in the second quarter of 2021 (collectively, the "2021 Plan"). Costs associated with the 2021 Plan
include severance and closure charges and continued through 2021. The actions taken as part of the 2021 Plan are
substantially complete and the annual earnings and cash flff ow savings realized were materially in line with expectations.
ing capaa
In November 2020, we began implementing a plan to improve overall business perforff mance that includes the
city and a reduction of our overhead and selling, general and administration
reorganization of our manufaff cturt
workforff ce primarily in our Architecturt al reportabla e segment as well as limited actions in the North American Residential
reportabla e segment. The reorganization of our manufaff cturt
segment and costs associated with the closure of these faff cilities and related headcount reductions began taking place in
the four
ff
closure charges and continued through 2021. The actions taken as part of the 2020 Plan are substantially complete and
the annual earnings and cash flff ow savings realized were materially in line with expectations.
th quarter of 2020 (collectively, the "2020 Plan"). Costs associated with the 2020 Plan include severance and
city involves specififf c faff cilities in the Architecturt al
ing capaa
ing capaa
In Februar
ryrr 2019, we began implementing a plan to improve overall business perforff mance that includes the
city and a reduction of our overhead and selling, general and administration
city involves specififf c plants in the North American Residential and Architecturt al segments and costs associated with
reorganization of our manufaff cturt
workforff ce across all of our reportabla e segments and in our head offff iff ces. The reorganization of our manufaff cturt
capaa
the closure of these plants and related headcount reductions began taking place in the fiff rst quarter of 2019 (collectively,
the "2019 Plan"). Costs associated with the 2019 Plan include severance, retention and closure charges and continued
through 2021. Additionally, the plan to divest non-core assets was determined to be a triggering event requiring a test of
the carryirr ng value of the defiff nite-lived assets relating to the divestiturt es, as furff
quarter of 2019, we initiated additional restrucrr
city and reduction of our
overhead and selling, general and administration workforff ce. The actions taken as part of the 2019 Plan are substantially
complete and the annual earnings and cash flff ow savings realized were materially in line with expectations.
ing actions related to both manufaff cturt
ther described in Note 14. In the four
ing capaa
ing
turt
th
ff
InfII
lff atl
ion
In 2021 and 2022, we realized higher costs across the various materials we purchase as a result of
macroeconomic faff ctors as well as increased logistics costs, wages, anti-dumping and countervailing duties and energy
and fueff
l costs. Additionally, rising interest rates may impact the abia lity of end consumers to purchase our products. Our
profiff tabia lity, margins and net sales could be adversely affff eff cted if we are not abla e to pass these costs on to our customers
or otherwise mitigate the impact of these inflff ationaryrr pressures.
31
MASONITE INTERNATIONAL CORPORARR TION
Acquisitions and Divestitures
We are pursuing a strategic initiative of optimizing our global business portfolff
io. On a continual basis, we
evaluate and consider strategic acquisitions, divestiturt es and joint venturt es to create shareholder value and enhance
fiff nancial perforff mance.
Acquisii itions
•
•
•
Divestitures
•
•
On Januaryrr 3, 2023, we completed the acquisition of Endura Products forff
oximately $375.0 million in
cash using a combination of cash on hand and borrowings under our Term Loan Facility and ABL Facility.
In connection with the acquisition, we borrowed $250.0 million under our Term Loan Facility and $100.0
million under our ABL Facility. Endura is a leading innovator and manufaff cturt er of high-perforff mance door
frff ames and door system components in the United States.
a
appr
On December 4, 2020, we completed the acquisition of a Lowe's Companies, Inc. door faff bra ication faff cility
in the United States forff
working capia tal adjustments we paid an additional $0.2 million.
cash consideration of $3.9 million. During the fiff rst quarter of 2021, as a result of
On August 31, 2020, we acquired intellectuat
technology forff
cash consideration of $1.9 million.
l property and other assets related to an interior door
During the four
we recognized $0.9 million in loss on disposal of subsidiaries.
ff
th quarter of 2022, we completed the liquidation of our legal entity in Turkey. As a result,
On June 14, 2021, we completed the sale of all of the capia tal stock of our Czech business ("Czech") forff
consideration of $7.0 million, net of cash disposed. The divestiturt e of this business resulted in a loss on sale
of subsidiaries of $8.6 million, which was recognized during the second quarter of 2021 in the Europe
segment.
• During the second quarter of 2020, we completed the liquidation of our legal entity in India. As a result, we
recognized $2.1 million in loss on disposal of subsidiaries.
32
MASONITE INTERNATIONAL CORPORARR TION
Resultll stt of OpeOO ratitt ons
ands)s
ing costs
(I(( nII
tt
thous
Net sales
Cost of goods sold
Gross profiff t
Gross profiff t as a % of net sales
Selling, general and administration expenses
Selling, general and adminisii trtt ation exee pex nses as a % of net sales
Restrucrr
turt
Asset impairment
Loss on disposal of subsidiaries
Operating income
Interest expense, net
Loss on extinguishment of debt
Other (income) expense, net
Income beforff
Income tax expense
Net income
Less: net income attributabla e to non-controlling interests
Net income attributable to Masonite
e income tax expense
ear Ended
January 1,
2023
$ 2,891,687
2,217,792
673,895
January 2,
2022
$ 2,596,920
1,985,141
611,779
23.3 %
344,614
11.9 %
23.6 %
308,430
11.9 %
1,904
—
850
326,527
41,331
—
(5,001)
290,197
71,753
218,444
4,211
214,233
$
5,567
69,900
8,590
219,292
46,123
13,583
15,620
143,966
44,772
99,194
4,693
94,501
$
Year Ended January 1, 2023, Compared with Year Ended January 2, 2022
NeNN t SalSS ell s
Net sales in the year ended Januaryrr 1, 2023, were $2,891.7 million, an increase of $294.8 million or 11.4% frff om
$2,596.9 million in the year ended Januaryrr 2, 2022. Net sales in 2022 were negatively impacted by $46.8 million as a
result of forff eign exchange rate flff uctuat
$341.6 million or 13.2% due to changes in volume, average unit price, impact of divestiturt es and sales of components.
Average unit price in 2022 increased net sales by $464.7 million or 17.9% compared to 2021. Lower volumes excluding
the incremental impact of acquisitions or divestiturt es ("base volume") decreased net sales by $99.5 million or 3.8% in
2022 compared to 2021. Net sales of components to external customers decreased $11.9 million or 0.5% in 2022
compared to 2021. Our 2021 divestiturt e decreased net sales by $11.7 million or 0.5% of net sales in 2022.
tions. Excluding this exchange rate impact, net sales would have increased by
NeNN t SalSS ell s and PePP rcentage
tt
of NeNN t SalSS ell s by Repor
ee
tt
tabl
ell SeSS gme
ent
(I(( nII
tt
thous
ands)s
Sales
Intersegment sales
Net sales to external customers
Percentage of consolidated exee ternal
net sales
Year Ended January 1, 2023
North
American
Residential
$ 2,286,098
(2,456)
$ 2,283,642
Europe
Architectural
Corporate &
Other
$
$
282,989
(2,220)
280,769
$
$
323,175
(16,192)
306,983
$
$
20,293
—
20,293
$
$
Total
2,912,555
(20,868)
2,891,687
79.0 %
9.7 %
10.6 %
33
MASONITE INTERNATIONAL CORPORARR TION
Year Ended January 2, 2022
North
American
Residential
$ 1,955,424
(2,526)
$ 1,952,898
Europe
Architectural
Corporate &
Other
$
$
342,172
(7,640)
334,532
$
$
303,078
(13,602)
289,476
$
$
20,014
—
20,014
$
$
Total
2,620,688
(23,768)
2,596,920
75.2 %
12.9 %
11.1 %
(I(( nII
tt
thous
ands)s
Sales
Intersegment sales
Net sales to external customers
Percentage of consolidated exee ternal
net sales
NorNN thtt American Residential
Net sales to external customers frff om faff cilities in the North American Residential segment in the year ended
tions. Excluding this exchange rate impact, net sales would have increased by $343.9 million or 17.6% due to
Januaryrr 1, 2023, were $2,283.6 million, an increase of $330.7 million or 16.9% frff om $1,952.9 million in the year ended
Januaryrr 2, 2022. Net sales in 2022 were negatively impacted by $13.2 million as a result of forff eign exchange rate
flff uctuat
changes in volume, average unit price and sales of components. Average unit price increased net sales in 2022 by $373.1
million or 19.1% compared to 2021. Lower base volume decreased net sales by $24.4 million or 1.2% in 2022 compared
to 2021. Net sales of components to external customers were $4.8 million lower in 2022 compared to 2021.
Europe
Net sales to external customers frff om faff cilities in the Europe segment in the year ended Januaryrr 1, 2023, were
$280.8 million, a decrease of $53.7 million or 16.1% frff om $334.5 million in the year ended Januaryrr 2, 2022. Net sales in
2022 were negatively impacted by $31.9 million as a result of forff eign exchange flff uctuat
rate impact, net sales would have decreased by $21.8 million or 6.5% due to changes in volume, average unit price,
divestiturt es and sales of components. Lower base volume decreased net sales by $53.8 million or 16.1% compared to
2021 due to weakening consumer confiff dence in the United Kingdom that affff eff cted demand in the repair and remodel
market and unexpected material supply constraints late in the year. The 2021 divestiturt e of our Czech business decreased
net sales by $11.7 million or 3.5% in 2022. Average unit price increased net sales in 2022 by $43.6 million or 13.0%
compared to 2021. Net sales of components to external customers were $0.1 million higher in 2022 compared to 2021.
tions. Excluding this exchange
Architectural
Net sales to external customers frff om faff cilities in the Architecturt al segment in the year ended Januaryrr 1, 2023,
were $307.0 million, an increase of $17.5 million or 6.0% frff om $289.5 million in the year ended Januaryrr 2, 2022. Net
sales in 2022 were negatively impacted by $1.5 million as a result of forff eign exchange flff uctuat
exchange rate impact, net sales would have increased by $19.0 million or 6.6% due to changes in volume, average unit
price and sales of components. Average unit price increased net sales in 2022 by $44.9 million or 15.5% compared to
2021. Lower base volume decreased net sales in 2022 by $21.3 million or 7.4% compared to 2021 resulting frff om
production challenges. Net sales of components to external customers were $4.6 million lower in 2022 compared to
2021.
tions. Excluding this
CosCC t of Goods
G
SolSS dll
Our cost of goods sold is comprised of the cost to manufaff cturt e products forff
our customers and includes the cost
of materials, direct labor
Research and development costs are primarily included within cost of goods sold. We incur signififf cant fiff xed and variabla e
overhead at our global component locations that manufaff cturt e interior molded door faff cings.
, overhead, distribution and depreciation associated with assets used to manufaff cturt e products.
a
a
Cost of goods sold as a percentage of net sales was 76.7% and 76.4% forff
the years ended Januaryrr 1, 2023, and
Januaryrr 2, 2022, respectively. Material cost of sales as a percentage of net sales increased by 1.8% in 2022 compared to
, distribution, overhead and depreciation as a percentage of net sales decreased by 0.7%, 0.4%, 0.2%
2021. Direct labor
and 0.2%, respectively, compared to the 2021 period. The increase in material cost of sales as a percentage of net sales
was driven by commodity inflff ation and an increase in logistics costs, partially offff sff et by higher average unit prices and
material cost savings projects. Direct labor
partially offff sff et by manufaff cturt
as a percentage of net sales decreased due to higher average unit prices,
costs. Distribution as a percentage of net sales
ing wage and benefiff t inflff ation and startupt
a
34
MASONITE INTERNATIONAL CORPORARR TION
decreased due to higher average unit prices, partially offff sff et by increased inbound logistics and personnel costs. Overhead
as a percentage of net sales decreased due to higher average unit prices, partially offff sff et by wage inflff ation, increased plant
maintenance and increased investment in the business as compared to 2021. The decrease in depreciation as a percentage
of net sales was driven by higher average unit prices.
SeSS llll ill nii g, GeGG neral and Adminii isii trtt atitt on ExpeEE
nses
Selling, general and administration ("SG&A") expenses primarily include the costs forff
ate offff iff ces. These costs include personnel costs forff
and support staffff at various plants and corpor
and stock based compensation expense; profeff ssional feff es; depreciation and amortization of our non-manufaff cturt
ing
equipment and assets; environmental, health and safeff ty costs; advertising expenses and rent and utilities related to
administrative offff iff ce faff cilities. In the year ended Januaryrr 1, 2023, selling, general and administration expenses, as a
percentage of net sales, were 11.9%, remaining flff at compared to the year ended Januaryrr 2, 2022.
our sales organization
payroll, related benefiff ts
r
Selling, general and administration expenses in the year ended Januaryrr 1, 2023, were $344.6 million, an
increase of $36.2 million frff om $308.4 million in the year ended Januaryrr 2, 2022. The overall increase was driven by a
$16.2 million increase in personnel costs primarily driven by increased incentive compensation, wage and benefiff t
inflff ation and resource investments to support growth; a $9.9 million increase in profeff ssional and other feff es to support
growth, $6.8 million in acquisition and due diligence related costs; a $5.4 million increase in travel expense as business
activities fulff
ly returt ned to pre-pandemic levels; a $3.2 million increase in advertising and a $0.2 million increase in non-
cash items including share based compensation; defeff rred compensation; gain on disposal of property, plant and
equipment; and depreciation and amortization. These increases were partially offff sff et by faff vorabla e forff eign exchange
impacts of $4.5 million and $1.0 million of incremental SG&A savings frff om our 2021 divestiturt e.
Restrtt ucturinii g CosCC tstt
Restrucr
turt
ing costs in the year ended Januaryrr 1, 2023, were $1.9 million, compared to $5.6 million in the year
ended Januaryrr 2, 2022. Restrucrr
Restrucr
2019 Plans.
turt
ing costs in the prior year period related to severance and closure costs associated with the 2021, 2020 and
turt
ing costs in 2022 primarily related to closure costs associated with the 2022 Plan.
Asset ImII paim rii mrr ent
There were no asset impairment charges in the year ended Januaryrr 1, 2023, compared to $69.9 million in the
year ended Januaryrr 2, 2022. Asset impairment charges in 2021 resulted frff om a goodwill impairment charge recorded in
our Architecturt al reporting unit and actions associated with the 2021 and 2020 Plans in our Architecturt al reporting unit.
Refeff r to Note 14. Asset Impairment, in Item 8 of this Annual Report forff
additional inforff mation.
Loss on Disii pos
s
al of Subsidiaries
Loss on disposal of subsidiaries represents the diffff eff rence between proceeds received upon disposition and the
book value of a subsidiaryrr which has been divested and was excluded frff om treatment as a discontinued operation. Also
included in loss on disposal of subsidiaries is recognition of the cumulative translation adjustment out of accumulated
other comprehensive loss. Loss on disposal of subsidiaries was $0.9 million in the year ended Januaryrr 1, 2023, compared
to $8.6 million in the year ended Januaryrr 2, 2022. The current year loss arose as a result of the liquidation of our legal
entity in Turkey and is comprised of $0.7 million relating to the recognition of cumulative translation adjustment out of
accumulated other comprehensive loss and $0.2 million relating to the write-offff of net assets. The prior year loss arose as
a result of the sale of our Czech business and is comprised of $5.1 million relating to the write-offff of net assets sold and
other profeff ssional feff es and $3.5 million relating to the recognition of the cumulative translation adjustment out of
accumulated other comprehensive loss.
InII tett rest ExpeEE
nse,e NeNN t
Interest expense, net, in the year ended Januaryrr 1, 2023, was $41.3 million, compared to $46.1 million in the
year ended Januaryrr 2, 2022. The decrease in interest expense, net is primarily due to the refiff nancing of our senior notes
in 2021.
35
MASONITE INTERNATIONAL CORPORARR TION
Loss on ExtEE itt nii guisii hment of Debt
Loss on extinguishment of debt represents the diffff eff rence between the redemption price of debt and the net
carryirr ng amount of the extinguished debt. The net carryirr ng amount includes the principal, unamortized premium and
unamortized debt issuance costs. There was no loss on extinguishment of debt in the year ended Januaryrr 1, 2023,
compared to $13.6 million in the year ended Januaryrr 2, 2022. The prior year loss related to the redemption of our senior
unsecured notes due 2026. This charge represents the diffff eff rence between the redemption price of our senior unsecured
notes due 2026 of $310.8 million and the net carryirr ng amount of such notes of $297.2 million. In addition to the $300.0
million of principal, the redemption price included a make-whole premium of $10.8 million and the net carryirr ng amount
included unamortized debt issuance costs of $2.8 million.
Othtt er (I(( nII come)e ExpeEE
nse,e NeNN t
Other (income) expense, net includes profiff ts and losses related to our non-maja ority owned unconsolidated
subsidiaries that we recognize under the equity method of accounting, unrealized gains and losses on forff eign currency
remeasurements, pension settlement charges and other miscellaneous non-operating expenses. Other (income) expense,
net, in the year ended Januaryrr 1, 2023, was $5.0 million of income, compared to $15.6 million of expense in the year
ended Januaryrr 2, 2022. The change in other (income) expense, net is primarily due to a pre-tax pension settlement charge
of $23.3 million recognized in the four
currency remeasurements, a change in the faff ir value of plan assets in the defeff rred compensation rabbi
increase in pension expense.
th quarter of 2021, partially offff sff et by unrealized gains and losses on forff eign
t and an
trusrr
a
ff
InII come TaxTT ExpeEE
nse
Income tax expense in the year ended Januaryrr 1, 2023, was $71.8 million, compared to $44.8 million in the year
ended Januaryrr 2, 2022. The increase in income tax expense is primarily due to (i) the mix of income or losses within the
tax jurisdictions with various tax rates in which we operate, primarily the increase in overall pre-tax book earnings, and
(ii) an increase in income tax expense attributabla e to recognizing additional valuation allowance.
SeSS gme
ent InII fn orff mrr atitt on
Our reportabla e segments are organized and managed principally by end market: North American Residential,
r
ate & Other categoryrr
Europe and Architecturt al. The Corpor
immaterial operating segments that were not aggregated into any reportabla e segment. In addition to similar economic
characteristics we also consider the folff
activities, the management strucr
operating and
administrative activities, availabia lity of discrete fiff nancial inforff mation and inforff mation presented to the Board of
Directors and investors.
lowing faff ctors in determining the reportabla e segments: the naturt e of business
turt e directly accountabla e to our chief operating decision maker forff
includes unallocated corpor
ate costs and the results of
r
Our management reviews net sales and Adjusted EBITDA (as defiff ned below) to evaluate segment perforff mance
and allocate resources. Net assets are not allocated to the reportabla e segments. Adjusted EBITDA is a non-GAAP
fiff nancial measure which does not have a standardized meaning under GAAP and is unlikely to be comparabla e to similar
measures used by other companies. Adjusted EBITDA should not be considered as an alternative to either net income or
operating cash flff ows determined in accordance with GAAP. Adjusted EBITDA is defiff ned as net income (loss)
attributabla e to Masonite adjusted to exclude the folff
lowing items:
•
•
•
•
•
•
•
•
•
•
•
•
depreciation;
amortization;
share based compensation expense;
loss (gain) on disposal of property, plant and equipment;
registration and listing feff es;
restrucr
ing costs (benefiff t);
turt
asset impairment;
loss (gain) on disposal of subsidiaries;
interest expense (income), net;
loss on extinguishment of debt;
other (income) expense, net;
income tax expense (benefiff t);
36
MASONITE INTERNATIONAL CORPORARR TION
•
•
•
other items;
loss (income) frff om discontinued operations, net of tax; and
net income (loss) attributabla e to non-controlling interest.
This defiff nition of Adjusted EBITDA diffff eff rs frff om the defiff nitions of EBITDA contained in the indenturt e
governing the 2030 Notes, the 2028 Notes and the credit agreements governing the Term Loan Facility and the ABL
Facility. Adjusted EBITDA is used to evaluate and compare the perforff mance of the segments and it is one of the primaryrr
measures used to determine employee incentive compensation. Intersegment sales are recorded using market prices.
We believe that Adjusted EBITDA, frff om an operations standpoint, provides an appr
a
opriate way to measure and
assess segment perforff mance. Our management team has establa ished the practice of reviewing the perforff mance of each
segment based on the measures of net sales and Adjusted EBITDA. We believe that Adjusted EBITDA is usefulff
of the consolidated fiff nancial statements because it provides the same inforff mation that we use internally to evaluate and
compare the perforff mance of the segments and it is one of the primaryrr measures used to determine employee incentive
compensation.
to users
(I(( nII
tt
thous
ands)s
Adjusted EBITDA
Adjusted EBEE IBB TII DTT ADD as a percentage of
segme
ent net sales
(I(( nII
tt
thous
ands)s
Adjusted EBITDA
Adjusted EBEE IBB TII DTT ADD as a percentage of
segme
ent net sales
Year Ended January 1, 2023
North
American
Residential
Europe
Architectural
Corporate
& Other
Total
$ 461,750
$
28,774
$
(3,748)
$
(40,978) $ 445,798
20.2 %
10.2 %
(( %
(1.2)
15.4 %
Year Ended January 2, 2022
North
American
Residential
Europe
Architectural
Corporate
& Other
Total
$ 374,452
$
60,624
$
(2,704)
$
(19,766) $ 412,606
19.2 %
18.1 %
(( %
(0.9)
15.9 %
37
MASONITE INTERNATIONAL CORPORARR TION
The folff
lowing reconciles Adjusted EBITDA to net income (loss) attributabla e to Masonite:
tt
thous
ands)s
(I(( nII
Net income (loss) attributabla e to
Masonite
Plus:
Depreciation
Amortization
Share based compensation expense
Loss (gain) on disposal of property,
plant and equipment
turt
Restrucrr
ing costs
Loss on disposal of subsidiaries
Interest expense, net
Other (income) expense, net
Income tax expense
Other items (1)
Net income attributabla e to non-
controlling interest
Year Ended January 1, 2023
North
American
Residential
Europe
Architectural
Corporate
& Other
Total
$
412,917
$
6,851
$
(13,345) $
(192,190) $
214,233
41,077
1,881
—
2,457
1,736
—
—
(791)
—
—
2,473
8,874
12,187
—
(1)
—
—
—
863
—
—
—
11,530
844
—
(2,856)
79
—
—
—
—
—
—
9,687
2,215
21,771
22
89
850
41,331
(5,073)
71,753
6,829
71,168
17,127
21,771
(378)
1,904
850
41,331
(5,001)
71,753
6,829
1,738
4,211
Adjusted EBITDA
$
461,750
$
28,774
$
(3,748) $
(40,978) $
445,798
(1) Other items include $6,829 in acquisition and due diligence related costs in the year ended Januaryrr 1, 2023, and were recorded in selling, general
and administration expenses within the consolidated statements of income and comprehensive income. Refeff r to Note 23. Subsequent Events in Item 8
of this Annual Report forff
additional inforff mation.
tt
thous
ands)s
(I(( nII
Net income (loss) attributabla e to
Masonite
Plus:
Depreciation
Amortization
Share based compensation expense
Loss (gain) on disposal of property,
plant and equipment
Restrucrr
turt
ing (benefiff t) costs
Asset impairment
Loss on disposal of subsidiaries
Interest expense, net
Loss on extinguishment of debt
Other (income) expense, net
Income tax expense
Net income attributabla e to non-
controlling interest
Year Ended January 2, 2022
North
American
Residential
Europe
Architectural
Corporate
& Other
Total
$
329,925
$
29,519
$
(91,255) $
(173,688) $
94,501
37,864
1,640
—
2,209
(149)
—
—
—
—
—
—
2,963
9,752
14,073
—
(1)
—
—
8,590
—
—
(1,309)
—
—
10,986
3,634
—
(410)
5,165
69,171
—
—
—
5
—
—
12,039
1,994
15,959
(482)
551
729
—
46,123
13,583
16,924
44,772
70,641
21,341
15,959
1,316
5,567
69,900
8,590
46,123
13,583
15,620
44,772
1,730
4,693
Adjusted EBITDA
$
374,452
$
60,624
$
(2,704) $
(19,766) $
412,606
38
MASONITE INTERNATIONAL CORPORARR TION
Adjusted EBITDA in our North American Residential segment increased $87.3 million, or 23.3%, to $461.8
million in the year ended Januaryrr 1, 2023, frff om $374.5 million in the year ended Januaryrr 2, 2022. Adjusted EBITDA in
the North American Residential segment included corpor
ate allocations of shared costs of $89.5 million and $76.6
million in 2022 and 2021, respectively. The allocations generally consist of certain costs of human resources, legal,
fiff nance, inforff mation technology, research and development, marketing and share based compensation.
r
Adjusted EBITDA in our Europe segment decreased $31.9 million, or 52.5%, to $28.8 million in the year ended
Januaryrr 1, 2023, frff om $60.6 million in the year ended Januaryrr 2, 2022. Adjusted EBITDA in the Europe segment
included corpor
ate allocations of shared costs of $6.8 million and $4.1 million in 2022 and 2021, respectively. The
allocations generally consist of certain costs of human resources, legal, fiff nance, inforff mation technology, marketing and
share based compensation.
rr
Adjusted EBITDA in our Architecturt al segment decreased $1.0 million or 38.6% to a loss of $3.7 million in the
year ended Januaryrr 1, 2023, frff om a loss of $2.7 million in the year ended Januaryrr 2, 2022. Adjusted EBITDA in the
Architecturt al segment also included corpor
2021, respectively. The allocations generally consist of certain costs of human resources, legal, fiff nance, inforff mation
technology, research and development, marketing and share based compensation.
ate allocations of shared costs of $11.4 million and $11.1 million in 2022 and
rr
Liquidity and Capital Resources
Our liquidity needs forff
operations varyrr
throughout the year. Our principal sources of liquidity are cash flff ows
frff om operating activities, the borrowings under our ABL Facility and an accounts receivabla e sales program with a third
party ("AR Sales Program") and our existing cash balance. Our anticipated uses of cash in the near term include the
Endura acquisition, working capia tal needs, capia tal expenditurt es and share repurchases. As of Januaryrr 1, 2023, we do not
have any material commitments forff
appr
a
and joint venturt es to create shareholder value and enhance fiff nancial perforff mance.
oximately $100 to $115 million. On a continual basis, we evaluate and consider strategic acquisitions, divestiturt es
capia tal expenditurt es. We anticipate capia tal expenditurt es in fiff scal year 2023 to be
We believe that our cash balance on hand, futff urt e cash generated frff om operations, the use of our AR Sales
Program, our ABL Facility and our Term Loan Facility along with our abia lity to access the capia tal markets will provide
the forff eseeabla e futff urt e. As of Januaryrr 1, 2023, we had $296.9 million of cash and cash equivalents,
adequate liquidity forff
the Endura acquisition, availabia lity under our
availabia lity under our Term Loan Facility of $250.0 million earmarked forff
ABL Facility of $324.9 million and availabia lity under our AR Sales Program of $15.8 million.
sw
CCasCC hh FllFF owll
YeYY ar EndeEE
d Januar
JJ
yr 1, 2023, ComCC parm ed withtt YeYY ar EndeEE
d Januar
JJ
yr 2, 2022
Cash provided by operating activities was $189.2 million during the year ended Januaryrr 1, 2023, compared to
$156.5 million during the year ended Januaryrr 2, 2022. This $32.7 million increase in cash provided by operating
activities was due to a $21.0 million increase in net income attributabla e to Masonite, adjusted forff
items, and an $11.7 million increase in working capia tal and other assets and liabia lities in 2022 compared to 2021.
non-cash and other
Cash used in investing activities was $111.1 million during the year ended Januaryrr 1, 2023, compared to $76.1
million during the year ended Januaryrr 2, 2022. This $35.0 million increase in cash used in investing activities was
primarily driven by a $27.7 million increase in cash additions to property, plant and equipment, the absa
million of net proceeds frff om divestiturt es and acquisitions and a $0.4 increase in cash used forff
2022 compared to 2021.
ence of $6.9
other investing activities in
Cash used in fiff nancing activities was $157.4 million during the year ended Januaryrr 1, 2023, compared to $63.7
million during the year ended Januaryrr 2, 2022. This $93.7 million increase in cash used in fiff nancing activities was driven
by a $58.6 million decrease in cash provided by debt-related transactions, a $35.6 million increase in cash used forff
repurchases of common shares and a $1.2 million increase in distributions to non-controlling interests, partially offff sff et by
a $1.7 million decrease in cash used forff
tax withholding on share based awards in 2022 compared to 2021.
39
MASONITE INTERNATIONAL CORPORARR TION
ShSS are Repuee
rchases
The Company's Board of Directors has appr
a
oved fiff ve share repurchase authorizations, the most recent being an
a
oved on Februarr
incremental $200.0 million share repurchase program appr
have no specififf ed end date and the timing and amount of any share repurchases will be determined by management based
on our evaluation of market conditions and other faff ctors. Any repurchases under the share repurchase programs may be
made in the open market, in privately negotiated transactions or otherwise, subject to market conditions, appl
icabla e legal
requirements and other relevant faff ctors. The share repurchase programs do not obligate us to acquire any particular
amount of common shares, and they may be suspended or terminated at any time at our discretion. Repurchases under
the share repurchase programs are permitted to be made under one or more RulRR e 10b5-1 plans, which would permit
shares to be repurchased when we might otherwise be precluded frff om doing so under appl
ryrr 21, 2022. The share repurchase programs
icabla e insider trading laws.
a
a
ion forff
During the fiff rst quarter of 2022, the Company entered into an ASR transaction with a third-party fiff nancial
the repurchase of $100.0 million of its outstanding common shares. At inception, pursuant to the
institutt
agreement, the Company paid $100.0 million to the fiff nancial institutt
deliveryrr of 848,087 common shares on the same day. The fiff nal deliveryrr of 319,678 common shares were delivered in the
second quarter. The $100.0 million ASR transaction was completed in the second quarter with a total deliveryrr of
1,167,765 common shares at a volume-weighted average price ("VWAP") per share minus an agreed upon discount
totaling $85.63 per share. The cash paid was reflff ected as a reduction of equity at the initial deliveryrr of shares and the
number of shares outstanding were reduced at the dates of physical delivery.rr During the year ended Januaryrr 1, 2023, we
repurchased 1,679,919 of our common shares in the open market at an aggregate cost of $149.5 million. During the year
ended Januaryrr 2, 2022, we repurchased 1,014,003 of our common shares in the open market at an aggregate cost of
$113.9 million.
ion using cash on hand and received an initial
As of Januaryrr 1, 2023, since inception of the programs we have repurchased $763.1 million of our common
shares and have $246.9 million availabla e forff
repurchase in accordance with our share repurchase programs.
Othtt er Liquii
iditii ytt MatMM ttt ett rsrr
Our cash and cash equivalents balance includes cash held in forff eign countries in which we operate. Cash held
r
ated, is frff ee frff om signififf cant restrictions that would prevent the cash frff om being
outside Canada, in which we are incorpor
operations and service debt obligations in Canada.
accessed to meet our liquidity needs including, if necessary,rr
However, earnings frff om certain jurisdictions are indefiff nitely reinvested in those jurisdictions. Upon the repatriation of
any earnings to Canada, in the foff rm of dividends or otherwise, we may be subject to Canadian income taxes and
withholding taxes payabla e to the various forff eign countries. As of Januaryrr 1, 2023, we do not believe adverse tax
consequences exist that restrict our use of cash or cash equivalents in a material manner.
ff
to fund
We also routinely monitor the changes in the fiff nancial condition of our customers and the potential impact on
our results of operations. There has not been a change in the fiff nancial condition of a customer that has had a material
adverse effff eff ct on our results of operations. However, if economic conditions were to deteriorate, it is possible there could
be an impact on our results of operations in a futff urt e period and this impact could be material.
Accountstt Receivable Sales Program
Under the AR Sales Program, we can transfeff r ownership of eligible trade accounts receivabla e of certain
customers. Receivabla es are sold outright to a third party who assumes the fulff
the event of a loss. Transfeff rs of receivabla es under this program are accounted forff
reflff ect the faff ce value of the accounts receivabla e less a discount. Receivabla es sold under the AR Sales Program are
excluded frff om trade accounts receivabla e in the consolidated balance sheets and are included in cash flff ows frff om operating
activities in the consolidated statements of cash flff ows. The discounts on the sales of trade accounts receivabla e sold under
the AR Sales Program were not material forff
administration expense within the consolidated statements of income and comprehensive income.
l risk of collection, without recourse to us in
as sales. Proceeds frff om the transfeff rs
any of the periods presented and were recorded in selling, general and
Senior NotNN es
On July 26, 2021, we issued $375.0 million aggregate principal senior unsecured notes (the "2030 Notes"). The
2030 Notes were issued in a private placement forff
Securities Act of 1933, as amended (the "Securities Act"), and to buyers outside of the United States pursuant to
ional buyers pursuant to RulRR e 144A of the
resale to qualififf ed institutt
40
MASONITE INTERNATIONAL CORPORARR TION
ryrr 15 and August 15 of each year commencing on Februar
Regulation S under the Securities Act. The 2030 Notes bear interest at 3.50% per annum, payabla e in cash semiannually
in arrears on Februar
Februar
ryrr 15, 2030. The 2030 Notes were issued at par. We received net proceeds of $370.3 million aftff er deducting $4.7
million of debt issuance costs. The debt issuance costs were capia talized as a reduction to the carryirr ng value of debt and
are being accreted to interest expense over the term of the 2030 Notes using the effff eff ctive interest method. The net
proceeds frff om the issuance of the 2030 Notes were used to redeem the remaining $300.0 million aggregate principal
amount of the 2026 Notes (as described below), including the payment of related premiums, feff es and expenses, with the
balance of the proceeds availabla e forff
ryrr 15, 2022, and the principal is due
general corpor
ate purpos
es.
rr
r
Obligations under the 2030 Notes are fulff
ly and unconditionally guaranteed, jointly and severally, on a senior
unsecured basis, by certain of our directly or indirectly wholly-owned subsidiaries. We may redeem the 2030 Notes
under certain circumstances specififf ed therein.
The indenturt e governing the 2030 Notes contains limited covenants that, among other things, limit our abia lity
and the abia lity of our subsidiaries to (i) incur certain secured debt, (ii) engage in certain sale and leaseback transactions
and (iii) merge or consolidate with other entities. The forff egoing limitations are subject to exceptions as set forff
th in the
indenturt e governing the 2030 Notes. The indenturt e governing the 2030 Notes contains customaryrr events of defaff ult
(subject to certain cases to customaryrr grace and cure periods). As of Januaryrr 1, 2023, we were in compliance with all
covenants under the indenturt e governing the 2030 Notes.
On July 25, 2019, we issued $500.0 million aggregate principal senior unsecured notes (the "2028 Notes"). The
resale to qualififf ed institutt
ional buyers pursuant to RulRR e 144A under
ryrr 1 and August 1 of each year and the principal is due Februar
2028 Notes were issued in a private placement forff
the Securities Act of 1933, as amended (the "Securities Act"), and to buyers outside of the United States pursuant to
Regulation S under the Securities Act. The 2028 Notes were issued without registration rights and are not listed on any
securities exchange. The 2028 Notes bear interest at 5.375% per annum, payabla e in cash semiannually in arrears on
Februar
received net proceeds of $493.3 million aftff er deducting $6.7 million of debt issuance costs. The debt issuance costs were
capia talized as a reduction to the carryirr ng value of debt and are being accreted to interest expense over the term of the
2028 Notes using the effff eff ctive interest method. The net proceeds frff om issuance of the 2028 Notes, together with
availabla e cash balances, were used to redeem the remaining $500.0 million aggregate principal amount of similar senior
unsecured notes.
ryrr 1, 2028. The 2028 notes were issued at par. We
Obligations under the 2028 Notes are fulff
ly and unconditionally guaranteed, jointly and severally, on a senior
unsecured basis, by certain of our directly or indirectly wholly-owned subsidiaries. We may redeem the 2028 Notes
under certain circumstances specififf ed therein.
The indenturt e governing the 2028 Notes contains restrictive covenants that, among other things, limit our abia lity
and the abia lity of our subsidiaries to: (i) incur additional debt and issue disqualififf ed or prefeff rred stock, (ii) make
restricted payments, (iii) sell assets, (iv) create or permit restrictions on the abia lity of our restricted subsidiaries to pay
dividends or make other distributions to the parent company, (v) create or incur certain liens, (vi) enter into sale and
leaseback transactions, (vii) merge or consolidate with other entities and (viii) enter into transactions with affff iff liates. The
forff egoing limitations are subject to exceptions as set forff
the futff urt e the 2028 Notes have an investment grade rating frff om at least two nationally recognized statistical rating
organizations, certain of these covenants will be terminated. The indenturt e governing the 2028 Notes contains customaryrr
events of defaff ult (subject in certain cases to customaryrr grace and cure periods). As of Januaryrr 1, 2023, we were in
compliance with all covenants under the indenturt e governing the 2028 Notes.
th in the indenturt e governing the 2028 Notes. In addition, if in
On August 27, 2018, we issued $300.0 million aggregate principal senior unsecured notes (the "2026 Notes").
resale to qualififf ed institutt
The 2026 Notes were issued in a private placement forff
under the Securities Act, and to buyers outside of the United States pursuant to Regulation S under the Securities Act.
The 2026 Notes were issued without registration rights and are not listed on any securities exchange. The 2026 Notes
bear interest at 5.75% per annum, payabla e in cash semiannually in arrears on March 15 and September 15 of each year
and were originally due September 15, 2026. The 2026 Notes were issued at par. We received net proceeds of $295.7
million aftff er deducting $4.3 million of debt issuance costs. The debt issuance costs were capia talized as a reduction to the
carryirr ng value of debt and were accreted to interest expense over the term of the 2026 Notes using the effff eff ctive interest
method.
ional buyers pursuant to RulRR e 144A
41
MASONITE INTERNATIONAL CORPORARR TION
Subsequent to the closing of the 2030 Notes offff eff ring, the 2026 Notes were redeemed, and the notes were
considered extinguished as of July 26, 2021. Under the terms of the indenturt e governing the 2026 Notes, we paid the
appl
icabla e premium of $10.8 million. Additionally, the unamortized debt issuance costs of $2.8 million relating to the
a
2026 Notes were written offff in conjunction with the extinguishment of the 2026 Notes. The resulting loss on
extinguishment of debt was $13.6 million and was recorded as part of income frff om continuing operations beforff e income
tax expense in the consolidated statements of income and comprehensive income in the third quarter of 2021.
Additionally, the cash payment of interest accruer d to, but not including, the redemption date was accelerated to the
redemption date.
TeTT rm Loan FacFF ilitytt
On December 13, 2022, we and certain of our subsidiaries entered into a new delayed-draw term loan credit
ity Date"). The
ing on December 12, 2027 (the "Term Loan Maturt
agreement (the "Term Loan Credit Agreement") maturt
Term Loan Credit Agreement provides forff
a senior secured fiff ve-year delayed-draw term loan faff cility of $250.0 million
(the "Term Loan Facility"). Loans under the Term Loan Facility (the "Term Loans") will bear interest at a rate equal to,
at our option, (1) the Adjusted Term SOFR Rate (as defiff ned in the Term Loan Credit Agreement) plus an appl
margin of 2.25% or (2) an alternate base rate equal to the greatest of (i) the "Prime Rate" in the U.S. last quoted by The
Wall Street Journal, (ii) 0.50% above
ff
feff deral funds
Rate forff
each of cases (1) and (2), an agreed interest rate flff oor. The Term Loans are repayabla e in equal quarterly installments forff
an annual aggregate amortization payment equal to 15% of the aggregate principal amount of the Term Loans, with the
balance of the principal being due on the Term Loan Maturt
the greater of the feff deral funds
and overnight eurodollar transactions denominated in Dollars, (iii) 1.00% above
a one month interest period and (iv) 1.00%, plus, in each case, an appl
rate and the rate comprised of both overnight
icabla e margin of 1.25%, subject to, in
the Adjusted Term SOFR
ity Date.
icabla e
a
a
a
a
ff
The Term Loan Credit Agreement also includes a quarterly ticking feff e of 25 basis points per annum payabla e to
the lenders under the Term Loan Facility beginning on Januaryrr 3, 2023 (the "Closing Date") in respect of the unutilized
commitments thereunder. As a result of the incurrence of the Term Loans on the Closing Date such ticking feff es were not
(and shall not be) payabla e to the Lenders.
The Borrower also pays customaryrr agency feff es.
Obligations under the Term Loan Credit Agreement are fulff
ly and unconditionally guaranteed, jointly and
severally, by us and by certain of our directly or indirectly wholly-owned subsidiaries organized in the United States and
are secured by the equity in, and substantially all the assets of,ff such subsidiaries. The Term Loans were funde
amount of $250.0 million and appl
ied to fiff nance a portion of the consideration payabla e in connection with the
a
consummation of the Endura acquisition on Januaryrr 3, 2023.
d in an
ff
The Term Loan Credit Agreement contains restrictive covenants that, among other things, limit our abia lity and
the abia lity of our subsidiaries to: (i) pay dividends on our common shares and make other restricted payments, (ii) make
investments and acquisitions, (iii) engage in transactions with our affff iff liates, (iv) sell assets, (v) merge, (vi) incur
additional debt and (vii) create liens. The Term Loan Credit Agreement includes certain exceptions and exemptions
under the restricted payment, investment, dispositions, liens and indebtedness covenants.
The Term Loan Credit Agreement requires us to maintain at all times a total leverage ratio of no more than
4.50:1.00. The Term Loan Credit Agreement contains change of control provisions and certain customaryrr affff iff rmative
covenants and events of defaff ult. As of Januaryrr 1, 2023, we were in compliance with all such covenants and events of
defaff ult and there were no amounts outstanding. As of Januaryrr 1, 2023, we were in compliance with all covenants under
the credit agreement governing the Term Loan Facility and there were no amounts outstanding.
ABLBB FacFF ilitytt
On Januaryrr 31, 2019, we and certain of our subsidiaries entered into a $250.0 million asset-based revolving
ing on Januaryrr 31, 2024, which replaced the previous faff cility. On October 28,
credit faff cility (the "ABL Facility") maturt
2022, we and certain of our subsidiaries entered into an amendment to the "ABL Facility" which, among other things, (i)
increased the revolving credit commitments availabla e thereunder by $100.0 million to an aggregate amount of $350.0
million and (ii) replaced the LIBOR-based interest rate appl
icabla e to borrowings thereunder in U.S. dollars with an
interest rate based on the sum of (x) a "Term SOFR" rate published by the CME Group Benchmark Administration
Limited (CBA) plus (y) 10 basis points ("Adjusted Term SOFR"). Additionally, on December 12, 2022, we and certain
a
42
MASONITE INTERNATIONAL CORPORARR TION
of our subsidiaries entered into an amendment to the ABL Facility, which, among other things, extended the maturt
the ABL Facility frff om Januaryrr 31, 2024 to December 12, 2027. The terms of the ABL Facility remained otherwise
substantially unchanged. In connection with the acquisition of Endura on Januaryrr 3, 2023, the Company borrowed
$100.0 million under the ABL Facility in order to fund
subsequently repaid $50.0 million of the outstanding borrowings under our ABL Facility.
a portion of the cash consideration paid. On Februar
ff
ryrr 3, 2023, we
ity of
Borrowings under the ABL Facility bear interest at a rate equal to, at our option, (i) the United States, Canadian
and United Kingdom Base Rate (each as defiff ned in the credit agreement relating to the ABL Facility, the "Amended and
Restated Credit Agreement") plus a margin ranging frff om 0.25% to 0.50% per annum, or (ii) the Term SOFR or BA Rate
(each as defiff ned in the Amended and Restated Credit Agreement), plus a margin ranging frff om 1.25% to 1.50% per
annum. In addition to paying interest on any outstanding principal under the ABL Facility, a commitment feff e is payabla e
on the undrawn portion of the ABL Facility in an amount equal to 0.25% per annum of the average daily balance of
unused commitments during each calendar quarter.
The ABL Facility contains various customaryrr
representations, warranties and covenants by us that, among other
things, and subject to certain exceptions, restricts our abia lity and the abia lity of our subsidiaries to: (i) pay dividends on
our common shares and make other restricted payments, (ii) make investments and acquisitions, (iii) engage in
transactions with our affff iff liates, (iv) sell assets, (v) merge and (vi) create liens. The ABL Facility, among other things, (i)
permits us to incur unlimited unsecured debt as long as such debt does not contain covenants or defaff ult provisions that
are more restrictive than those contained in the ABL Facility, (ii) permits us to incur debt as long as the pro forff ma
secured leverage ratio is less than 4.5 to 1.0, and (iii) adds certain additional exceptions and exemptions under the
restricted payment, investment and indebtedness covenants (including increasing the amount of certain debt permitted to
be incurred under existing exceptions). As of Januaryrr 1, 2023, we were in compliance with all covenants under the credit
agreement governing the ABL Facility and there were no amounts outstanding under the ABL Facility.
Critical Accounting Policies and Estimates
Our signififf cant accounting policies are fulff
elsewhere in this Annual Report. We consider the folff
that are involved in preparing our consolidated fiff nancial statements.
ly disclosed in our annual consolidated fiff nancial statements included
lowing policies to be most critical in understanding the judgments
Business Acquisii ition Accounting
We use the acquisition method of accounting forff
all business acquisitions. We allocate the purchase price of our
business acquisitions based on the faff ir value of identififf abla e tangible and intangible assets. The diffff eff rence between the
total cost of the acquisitions and the sum of the faff ir values of the acquired tangible and intangible assets less liabia lities is
recorded as goodwill.
Goodwill
Goodwill is not amortized but instead is tested annually forff
impairment on the last day of fiff scal November, or
more frff equently if events or changes in circumstances indicate the carryirr ng amount may not be recoverabla e. The test forff
impairment is perforff med at the reporting unit level by comparing the reporting unit’s carryirr ng amount to its faff ir value.
Possible impairment in goodwill is fiff rst analyzed using qualitative faff ctors such as macroeconomic and market
conditions, changing costs and actuat
than not that the book value of the reporting unit exceeds its faff ir value. If it is determined more likely than not that the
book value exceeds faff ir value, a quantitative analysis is perforff med to test forff
impairment. When quantitative steps are
determined necessary,rr
analyses and market multiples. If the carryirr ng amount exceeds faff ir value, then goodwill is impaired. Any impairment in
goodwill is measured as the excess of the carryirr ng value of goodwill over the faff ir value. The inputs utilized to derive
projected cash flff ows are subject to signififf cant judgments and uncertainties. As such, the realized cash flff ows could diffff eff r
signififf cantly frff om those estimated. We perforff med our annual impairment test during the four
determined that goodwill was not impaired.
the faff ir values of the reporting units are estimated through the use of discounted cash flff ow
l and projected perforff mance, amongst others, to determine whether it is more likely
th quarter of 2022 and
ff
IntII angible Assetstt
Intangible assets with defiff nite lives include customer relationships, non-compete agreements, patents, supply
agreements, certain acquired trademarks and system softff ware development. Defiff nite-lived intangible assets are amortized
43
MASONITE INTERNATIONAL CORPORARR TION
lives. Amortizabla e intangible assets are tested forff
on a straight-line basis over their estimated usefulff
whenever events or changes in circumstances indicate that the carryirr ng value may be greater than the faff ir value. An
impairment loss is recognized when the estimate of undiscounted futff urt e cash flff ows generated by such assets is less than
the carryirr ng amount. Measurement of the impairment loss is based on the faff ir value of the asset, determined using
discounted cash flff ows when quoted market prices are not readily availabla e. Indefiff nite-lived intangible assets are tested
forff
the carryirr ng value may exceed the faff ir value. We perforff med a qualitative impairment test during the four
2022 and determined that indefiff nite-lived intangible assets were not impaired.
impairment annually on the last day of fiff scal November, or more frff equently if events or circumstances indicated that
th quarter of
impairment
ff
Long-lived Assetstt
Long-lived assets other than goodwill and indefiff nite-lived intangible assets, which are separately tested forff
impairment whenever events or changes in circumstances indicate that the carryirr ng value
impairment, are evaluated forff
may not be recoverabla e. When evaluating long-lived assets forff
lives and undiscounted futff urt e cash flff ows based on market participant
of the asset to the estimates of asset’s usefulff
assumptions. If the undiscounted expected futff urt e cash flff ows are less than the carryirr ng amount of the asset and the
carryirr ng amount of the asset exceeds its faff ir value, an impairment loss is recognized.
potential impairment, we fiff rst compare the carryirr ng value
IncII ome TaxTT es
As a multinational corpor
rr
liabia lities involves dealing with inherent uncertainties in the appl
taxing jurisdictions. We assess the income tax positions and record tax liabia lities forff
based upon our evaluation of the faff cts, circumstances and inforff mation availabla e as of the reporting date.
a
ation, we are subject to taxation in many jurisdictions and the calculation of our tax
ication of complex tax laws and regulations in various
all years subject to examination
We account forff
income taxes using the asset and liabia lity method. Under this method, defeff rred tax assets and
liabia lities are recognized forff
the futff urt e tax consequences of temporaryrr diffff eff rences between the carryirr ng amounts and the
tax basis of assets and liabia lities at enacted rates. We base our estimate of defeff rred tax assets and liabia lities on current tax
laws and rates and, in certain cases, business plans and other expectations about
futff urt e outcomes. We record a valuation
allowance to reduce our defeff rred tax assets to the amount that is more likely than not to be realized. While we have
considered futff urt e taxabla e income and ongoing prude
nt and feff asible tax planning strategies in assessing the need forff
valuation allowance, in the event that we were to determine that we would be abla e to realize our defeff rred tax assets in the
futff urt e in excess of our net recorded amount, an adjustment to the defeff rred tax assets would be a credit to income in the
period such determination was made. The consolidated fiff nancial statements include changes to the valuation allowances
as a result of uncertainty regarding our abia lity to realize certain defeff rred tax assets in the futff urt e.
the
a
r
Our accounting forff
defeff rred tax consequences represents our best estimate of futff urt e events that can be
opriately reflff ected in the accounting estimates. Changes in existing tax laws, regulations, rates and futff urt e operating
ication
appr
a
results may affff eff ct the amount of defeff rred tax liabia lities or the valuation of defeff rred tax assets over time. The appl
of tax laws and regulations is subject to legal and faff ctuat
l interprr etation, judgment and uncertainty. Tax laws and
regulations themselves are also subject to change as a result in changes in fiff scal policy, changes in legislation, the
evolution of regulations and court rulrr
ings.
a
Although we believe the measurement of liabia lities forff
uncertain tax positions is reasonabla e, no assurance can
be given that the fiff nal outcomes of these matters will not be diffff eff rent than what is reflff ected in the historical income tax
provisions and accruar
the liabia lity
is reversed and a tax benefiff t is recognized in the period in which such determination is made. Conversely, additional tax
charges are recorded in a period in which it is determined that a recorded tax liabia lity is less than the ultimate assessment
is expected to be. If additional taxes are assessed as a result of an audit or litigation, there could be a material effff eff ct on
our income tax provision and net income in the period or periods forff which that determination is made.
ls. If we ultimately determine that the payment of these liabia lities will be unnecessary,rr
InvII
entoryr
We value inventories at the lower of cost or net realizabla e value, with expense estimates made forff
obsolescence
or unsaleabla e inventory.rr
In determining net realizabla e value, we consider such faff ctors as yield, turt nover and aging,
expected futff urt e demand and market conditions, as well as past experience. A change in the underlying assumptions
related to these faff ctors could affff eff ct the valuation of inventoryrr and have a corresponding effff eff ct on cost of goods sold.
Historically, actuat
l results have not signififf cantly deviated frff om those determined using these estimates.
44
MASONITE INTERNATIONAL CORPORARR TION
ChCC anges inii Accountitt nii g StSS antt
dards and PolPP ill cies
Changes in accounting standards and policies are discussed in Note 1. Business Overview and Signififf cant
Accounting Policies in the Notes to the Consolidated Financial Statements in this Annual Report.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk frff om changes in forff eign currency exchange rates, interest rates and commodity
prices, which can affff eff ct our operating results and overall fiff nancial condition. We manage exposure to these risks through
our operating and fiff nancing activities and, when deemed appr
ents.
Derivative fiff nancial instrumr
purpos
rr
counterpar
opriate, through the use of derivative fiff nancial instrumr
trading
ents are generally contracted with a diversififf ed group of investment grade
ents are viewed as risk management tools and are not used forff
rties to reduce exposure to nonperforff mance on such instrumrr
es. Derivative fiff nancial instrumrr
speculation or forff
ents.
a
We have in place an enterprr
mitigation covering the categories of enterprrr
enterprrr
decision-making and is fulff
ise risk management process receives Board of Directors and Management oversight, drives risk mitigation
ly integrated into our internal audit planning and execution cycle.
ise risk management process that involves systematic risk identififf cation and
ise, strategic, fiff nancial, operation and compliance and reporting risk. The
ForFF eigni
ExEE change Rate Risii k
We have forff eign currency exposures related to buying, selling and fiff nancing in currencies other than the local
a
currencies in which we operate. In the years ended Januaryrr 1, 2023, Januaryrr 2, 2022, and Januaryrr 3, 2021, appr
26%, 32% and 29% of our net sales were generated outside of the United States, respectively. We also have substantial
assets outside the United States. As a result, the volatility in the price of the U.S. dollar has exposed, and in the futff urt e
may continue to expose, us to currency exchange risks. Also, since our fiff nancial statements are denominated in U.S.
dollars, changes in currency exchange rates between the U.S. dollar and other currencies have had, and will continue to
in which
have, an impact on many aspects of our fiff nancial results. Changes in currency exchange rates forff
we operate may require us to raise the prices of our products in that countryrr or allow our competitors to sell their
products at lower prices in that country.rr Unrealized exchange gains and losses arising frff om the translation of the
fiff nancial statements of our non-U.S. func
tional currency operations are accumulated in the cumulative translation
adjustments account in accumulated other comprehensive loss. Net losses frff om currency translation adjustments as a
result of translating our forff eign assets and liabia lities into U.S. dollars and upon deconsolidation of subsidiaries during the
year ended Januaryrr 1, 2023, were $35.6 million, which were primarily driven by weakening of the Pound Sterling, the
Canadian dollar and the Euro in comparison to the U.S. dollar during the period.
any countryrr
oximately
ff
a
When deemed appr
ents to preserve the carryirr ng
opriate, we enter into various derivative fiff nancial instrumr
amount of forff eign currency-denominated assets, liabia lities, commitments and certain anticipated forff eign currency
transactions. If not mitigated by derivative fiff nancial instrumrr
strengthening of the U.S. dollar against all forff eign currencies in the jurisdictions in which we operate would result in an
oximate $7.7 million translational decrease
a
appr
in our net income.
oximate $68.5 million translational decrease in our net sales and an appr
ents, price increases or other methods, a hypothetical 10%
a
IntII erest Rate Risii k
We are subject to market risk frff om exposure to changes in interest rates with respect to borrowings under our
Term Loan Facility and ABL Facility to the extent they are drawn on and due to our other fiff nancing, investing and cash
management activities. As of Januaryrr 1, 2023, and Januaryrr 2, 2022, there were no outstanding borrowings under our
Term Loan Facility or ABL Facility. On Januaryrr 3, 2023, we borrowed $250.0 million under our Term Loan Facility and
$100.0 million under our ABL Facility in connection with the consummation of the Endura acquisition. On Februar
2023, we subsequently repaid $50.0 million of the outstanding borrowings under our ABL Facility. A 100 basis point
increase in the variabla e interest rate component of our borrowings as of Februar
ryrr 4, 2023, would increase our annual
interest expense by appr
oximately $3.0 million.
ryrr 3,
a
ImII pacm t of InfII
lff ation, Defe lff atl
CC
ion and Changi
ng Prices
We have experienced inflff ation and deflff ation related to our purchase of certain commodity products. We believe
that volatile prices forff
commodities have impacted our net sales and results of operations. We maintain strategies to
45
mitigate the impact of higher raw material, energy and commodity costs, which include cost reduction, sourcing and
other actions, which typically offff sff et only a portion of the adverse impact. Inflff ation and deflff ation related to our purchases
of certain commodity products could have an adverse impact on our operating results in the futff urt e. A hypothetical 10%
inflff ationaryrr
consolidated cost of goods sold. Additionally, anti-dumping and countervailing duty trade cases, such as the Januaryrr 8,
2020, Coalition of American Millwork Producers anti-dumping and countervailing duty petitions against Wood
Mouldings and Millwork Products frff om Brazil and China, has had, and is expected to continue to have, an impact our
business and results of operations.
increase in our material cost of goods sold would result in appr
oximately $117.5 million of increased
a
46
Item 8. Financial Statements and Supplementary Data
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARYRR DATA
Report of Independent Registered Public Accounting Firm (PCAOB ID 42)
Consolidated Statements of Income and Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
48
50
51
52
53
54
47
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Masonite International Corpor
rr
ation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Masonite International Corpor
ation (the Company) as of
Januaryrr 1, 2023 and Januaryrr 2, 2022, the related consolidated statements of income and comprehensive income, changes in
equity, and cash flff ows forff
each of the three fiff scal years in the period ended Januaryrr 1, 2023, and the related notes (collectively
refeff rred to as the "consolidated fiff nancial statements"). In our opinion, the consolidated fiff nancial statements present faff irly, in all
material respects, the fiff nancial position of the Company at Januaryrr 1, 2023 and Januaryrr 2, 2022, and the results of its operations
and its cash flff ows forff
accepted accounting principles.
each of the three fiff scal years in the period ended Januaryrr 1, 2023, in conforff mity with U.S. generally
r
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over fiff nancial reporting as of Januaryrr 1, 2023, based on criteria establa ished in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
frff amework) and our report dated Februarr
ryrr 28, 2023 expressed an unqualififf ed opinion thereon.
Basis forff Opinion
These fiff nancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company’s fiff nancial statements based on our audits. We are a public accounting fiff rm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. feff deral securities laws and the appl
rulr es and regulations of the Securities and Exchange Commission and the PCAOB.
icabla e
a
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perforff m the
audit to obtain reasonabla e assurance about
or frff aud. Our audits included perforff ming procedures to assess the risks of material misstatement of the fiff nancial statements,
whether due to error or frff aud, and perforff ming procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the fiff nancial statements. Our audits also included evaluating the
accounting principles used and signififf cant estimates made by management, as well as evaluating the overall presentation of the
fiff nancial statements. We believe that our audits provide a reasonabla e basis forff
whether the fiff nancial statements are frff ee of material misstatement, whether due to error
our opinion.
a
Critical Audit Matter
The critical audit matter communicated below is a matter arising frff om the current period audit of the fiff nancial statements that was
communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material to the fiff nancial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of the critical audit matter does not alter in any way our opinion on the consolidated fiff nancial statements, taken as
a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit
matter or on the account or disclosures to which it relates.
48
s
Accountitt nii g foff r InII come TaxeTT
Description of
the Matter
As discussed in Notes 1 and 15 to the consolidated fiff nancial statements, the Company is subject to income
taxes in Canada, the U.S., and other forff eign jurisdictions, which affff eff ct the Company’s provision forff
taxes. The provision forff
and inforff mation availabla e as of the reporting date. For the year-ended Januaryrr 1, 2023, the Company
recognized consolidated income tax expense of $71.8 million.
income
income taxes is based upon management’s understanding of the faff cts, circumstances
Auditing management’s calculation of the provision forff
global strucrr
turt e required an assessment of the Company’s interprr etation and appl
jurisdictions including the income tax impact of the legal entity ownership strucr
transactions. The assessment of tax positions involves the evaluation and appl
regulations, and case law which are subject to legal and faff ctuat
procedures required signififf cant audit effff orff
audit evidence obtained frff om these procedures.
a
a
income taxes was complex because the Company’s
ication of tax laws in multiple
turt e and intercompany
ication of complex statutt es,
t including the use of our tax profeff ssionals to assist in evaluating the
l interprr etation and judgment. Our audit
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effff eff ctiveness of the Company’s
controls over management’s calculation of its provision forff
management’s controls over the identififf cation and analysis of changes to tax laws in the various jurisdictions in
which it operates.
income taxes. For example, we tested
income taxes, we perforff med audit procedures that
To test the Company’s calculation of the provision forff
included, among others, evaluating the income tax impact of the Company’s strucrr
jurisdictional tax law and considered the impact of any changes in the current year. We involved our tax
profeff ssionals to evaluate the appl
Company’s correspondence with the relevant tax authorities and its analysis of income tax positions.
Additionally, our procedures included testing the related effff eff ctive tax rate reconciliation, evaluating the tax
impact of permanent and temporaryrr diffff eff rences, and testing the appl
other authoritative guidance.
ication of tax law to management’s tax positions, including assessing the
ication of new regulations, case law, and
turt e, operations and
a
a
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2016.
Tampa, Florida
Februar
ryrr 28, 2023
49
MASONITE INTERNATIONAL CORPORARR TION
Consolidated Statements of Income and Comprehensive Income
(In thousands of U.S. dollars, except per share amounts)
Net sales
Cost of goods sold
Gross profiff t
Selling, general and administration expenses
Restrucrr
turt
ing costs
Asset impairment
Loss on disposal of subsidiaries
Operating income
Interest expense, net
Loss on extinguishment of debt
Other (income) expense, net
Income beforff
e income tax expense
Income tax expense
Net income
Less: net income attributabla e to non-controlling interests
Net income attributable to Masonite
Basic earnings per common share attributabla e to Masonite
Diluted earnings per common share attributabla e to Masonite
Comprehensive income:
Net income
Other comprehensive (loss) income:
Foreign currency translation (loss) gain
Pension and other post-retirement adjustment
Pension settlement charges
Amortization of actuat
Income tax (expense) benefiff t related to other comprehensive (loss) income
rial net losses
Other comprehensive (loss) income, net of tax:
Comprehensive income
Less: comprehensive income attributabla e to non-controlling interests
January 1,
2023
Year Ended
January 2,
2022
January 3,
2021
$
2,891,687
$
2,596,920
$
2,257,075
2,217,792
1,985,141
1,684,571
673,895
344,614
1,904
—
850
326,527
41,331
—
(5,001)
290,197
71,753
218,444
4,211
214,233
9.51
9.41
$
$
$
611,779
308,430
5,567
69,900
8,590
219,292
46,123
13,583
15,620
143,966
44,772
99,194
4,693
94,501
3.91
3.85
$
$
$
572,504
366,772
8,236
51,515
2,091
143,890
46,807
—
(5,217)
102,300
28,611
73,689
4,652
69,037
2.81
2.77
218,444
$
99,194
$
73,689
$
$
$
$
(35,637)
(4,718)
—
22
(846)
(41,179)
177,265
3,674
(3,175)
2,250
15,654
1,336
(5,518)
10,547
109,741
4,759
19,820
(3,163)
—
1,002
632
18,291
91,980
4,837
87,143
Comprehensive income attributabla e to Masonite
$
173,591
$
104,982
$
See accompanying notes to the consolidated fiff nancial statements.
50
MASONITE INTERNATIONAL CORPORARR TION
Consolidated Balance Sheets
(In thousands of U.S. dollars, except share amounts)
SSETS
Current assets:
Cash and cash equivalents
Restricted cash
Accounts receivabla e, net
Inventories, net
Prepaid expenses and other assets
Income taxes receivabla e
Total current assets
Property, plant and equipment, net
Operating lease right-of-ff use assets
Investment in equity investees
Goodwill
Intangible assets, net
Defeff rred income taxes
Other assets
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Accounts payabla e
Accruer d expenses
Income taxes payabla e
Total current liabilities
Long-term debt
Long-term operating lease liabia lities
Defeff rred income taxes
Other liabia lities
Total liabilities
Commitments and Contingencies (Note 10)
Equity:
Share capia tal: unlimited shares authorized, no par value, 22,155,035 and 23,623,887 shares
issued and outstanding as of Januaryrr 1, 2023, and Januaryrr 2, 2022, respectively
Additional paid-in capia tal
Retained earnings
Accumulated other comprehensive loss
Total equity attributable to Masonite
Equity attributabla e to non-controlling interests
Total equity
Total liabilities and equity
January 1,
2023
January 2,
2022
$
296,922
$
11,999
375,918
406,828
55,051
16,922
381,395
10,110
343,414
347,476
50,399
1,332
1,163,640
1,134,126
652,329
160,695
16,111
69,868
136,056
16,133
33,346
626,797
176,445
14,994
77,102
150,487
20,764
45,903
$
2,248,178
$
2,246,618
$
111,526
$
223,046
14,361
348,933
866,116
151,242
79,590
59,515
138,788
237,300
8,551
384,639
865,721
165,670
77,936
52,874
1,505,396
1,546,840
520,003
226,514
127,826
543,400
222,177
24,244
(142,224)
(101,582)
732,119
10,663
742,782
688,239
11,539
699,778
$
2,248,178
$
2,246,618
See accompanying notes to the consolidated fiff nancial statements.
51
MASONITE INTERNATIONAL CORPORARR TION
Consolidated Statements of Changes in Equity
(In thousands of U.S. dollars, except share amounts)
Total equity, beginning of period
Share capital:
Beginning of period
Common shares issued forff
Common shares issued under employee stock purchase plan
Common shares repurchased and retired
deliveryrr of share based awards
End of period
Additional paid-in capital:
Beginning of period
Share based compensation expense
Common shares issued forff
deliveryrr of share based awards
Common shares withheld to cover income taxes payabla e due to deliveryr of share based
awards
Common shares issued under employee stock purchase plan
End of period
Retained earnings (accumulated defiff cit):
Beginning of period
Net income attributabla e to Masonite
Common shares repurchased and retired
End of period
Accumulated other comprehensive loss:
Beginning of period
Other comprehensive (loss) income attributabla e to Masonite, net of tax
End of period
Equity attributable to non-controlling interests:
Beginning of period
Net income attributabla e to non-controlling interests
Other comprehensive (loss) income attributabla e to non-controlling interests, net tax
Dividends to non-controlling interests
End of period
Total equity, end of period
Common shares outstanding:
Beginning of period
Common shares issued forff
Common shares issued under employee stock purchase plan
Common shares repurchased and retired
End of period
deliveryrr of share based awards
uary 1,
2023
January 2,
2022
January 3,
2021
$
699,778
$
695,117
$
636,862
543,400
13,868
1,573
(38,838)
520,003
222,177
21,771
(13,868)
(3,359)
(207)
226,514
24,244
214,233
(110,651)
127,826
(101,582)
(40,642)
(142,224)
552,969
12,125
1,593
(23,287)
543,400
223,666
15,959
(12,125)
(5,001)
(322)
222,177
20,385
94,501
(90,642)
24,244
(112,063)
10,481
(101,582)
11,539
4,211
(537)
(4,550)
10,663
742,782
$
10,160
4,693
66
(3,380)
11,539
699,778
$
$
558,514
8,269
1,305
(15,119)
552,969
216,584
19,423
(8,269)
(3,623)
(449)
223,666
(20,047)
69,037
(28,605)
20,385
(130,169)
18,106
(112,063)
11,980
4,652
185
(6,657)
10,160
695,117
23,623,887
194,500
16,567
(1,679,919)
22,155,035
24,422,934
199,865
15,091
(1,014,003)
23,623,887
24,869,921
209,407
16,505
(672,899)
24,422,934
See accompanying notes to the consolidated fiff nancial statements.
52
MASONITE INTERNATIONAL CORPORARR TION
Consolidated Statements of Cash Flows
(In thousands of U.S. dollars)
Cash flff ows frff om operating activities:
Net income
Adjustments to reconcile net income to net cash flff ow provided by operating
activities:
January 1,
2023
Year Ended
January 2,
2022
January 3,
2021
$
218,444
$
99,194
$
73,689
Loss on disposal of subsidiaries
Loss on extinguishment of debt
Depreciation
Amortization
Share based compensation expense
Defeff rred income taxes
Unrealized forff eign exchange loss (gain)
Share of income frff om equity investees, net of tax
Dividend frff om equity investee
ff
Pension and post-retirement fundi
Non-cash accruar
ls and interest
(Gain) loss on sale of property, plant and equipment
Asset impairment
Changes in assets and liabia lities, net of acquisitions:
ng, net of expense
Accounts receivabla e
Inventories
Prepaid expenses and other assets
Accounts payabla e and accruer d expenses
Other assets and liabia lities
Net cash flff ow provided by operating activities
Cash flff ows frff om investing activities:
Additions to property, plant and equipment
Acquisition of businesses, net of cash acquired
Proceeds frff om sale of subsidiaries, net of cash disposed
Proceeds frff om sale of property, plant and equipment
Other investing activities
Net cash flff ow used in investing activities
Cash flff ows frff om fiff nancing activities:
Proceeds frff om issuance of long-term debt
Repayments of long-term debt
Payment of debt extinguishment costs
Payment of debt issuance costs
Tax withholding on share based awards
Distributions to non-controlling interests
Repurchases of common shares
Net cash flff ow used in fiff nancing activities
850
—
71,168
17,127
21,771
6,024
820
(4,768)
4,500
(2,342)
(511)
(378)
—
(39,056)
(66,372)
7,266
(33,302)
(12,044)
189,197
(114,307)
—
(74)
6,413
(3,130)
(111,098)
—
—
—
—
(3,359)
(4,550)
(149,489)
(157,398)
8,590
13,583
70,641
21,341
15,959
4,881
(1,244)
(4,858)
4,500
15,448
1,678
1,316
69,900
(56,831)
(92,641)
(8,021)
1,473
(8,452)
156,457
(86,670)
(160)
7,001
6,027
(2,340)
(76,142)
375,000
(300,945)
(10,810)
(4,672)
(5,001)
(3,380)
(113,929)
(63,737)
Net forff eign currency translation adjustment on cash
(Decrease) Increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of period
Cash, cash equivalents and restricted cash, at end of period
(3,285)
(82,584)
391,505
308,921
$
(307)
16,271
375,234
391,505
$
$
See accompanying notes to the consolidated fiff nancial statements.
53
2,091
—
68,350
23,423
19,423
(10,085)
(324)
(2,811)
4,275
(4,654)
1,601
6,234
51,515
(13,006)
(15,568)
(9,179)
107,129
19,077
321,180
(72,908)
(5,814)
—
7,362
(2,530)
(73,890)
—
(57)
—
—
(3,623)
(6,657)
(43,724)
(54,061)
4,397
197,626
177,608
375,234
MASONITE INTERNATIONAL CORPORARR TION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Business Overview and Signififf cant Accounting Policies
Unless we state otherwise or the context otherwise requires, refeff rences to "Masonite," "we," "our," "us" and the
"Company" in these notes to the consolidated fiff nancial statements refeff r to Masonite International Corpor
subsidiaries.
r
ation and its
Descripti
ion of Business
Masonite International Corpor
r
ation is one of the largest manufaff cturt ers of doors in the world, with signififf cant
market share in both interior and exterior door products. Masonite operates 59 manufaff cturt
ing locations in seven
countries and sells doors to customers throughout the world, including the United States, Canada and the United
Kingdom.
Basisii of Presentation
We prepare these consolidated fiff nancial statements in accordance with accounting principles generally accepted
in the United States of America ("GAAP"). These consolidated fiff nancial statements include the accounts of Masonite
International Corpor
ation, a company incorpor
Januaryrr 1, 2023, and Januaryrr 2, 2022, and forff
ated under the laws of British Columbia, and its subsidiaries, as of
the years ended Januaryrr 1, 2023, Januaryrr 2, 2022, and Januaryrr 3, 2021.
rr
r
Our fiff scal year is the 52- or 53-week period ending on the Sunday closest to December 31. In a 52-week year,
each fiff scal quarter consists of 13 weeks. For ease of disclosure, the 13-week periods are refeff rred to as three-month
periods and the 52- or 53-week periods are refeff rred to as years. Our 2020 fiff scal year, which ended on Januaryrr 3, 2021,
contained 53 weeks of operating results, with the additional week occurring in the four
th quarter.
ff
ChCC anges inii Accountitt nii g StSS antt
dards and PolPP ill cies
Adoption of Recent Accounting Pronouncementstt
In December 2021, the Financial Accounting Standards Board ("FASB") issued ASU 2021-10, "Government
Assistance," which requires annual disclosures that increase the transparency of transactions involving government
grants, including (1) the types of transactions, (2) the accounting forff
transactions on an entity's fiff nancial statements. The guidance was effff eff ctive forff
15, 2021, with early adoption permitted. We have adopted the new guidance as of Januaryrr 3, 2022, the beginning of
fiff scal year 2022, and the adoption did not have a material impact on our fiff nancial statements or disclosures.
those transactions and (3) the effff eff ct of those
annual periods beginning aftff er December
In December 2019, the FASB issued ASU 2019-12, "Simplifyiff ng the Accounting forff
Income Taxes," as part of
its Simplififf cation Initiative to reduce the cost and complexity in accounting forff
a
certain exceptions related to the appr
an interim period and the recognition of defeff rred tax liabia lities forff
of the guidance to help simplifyff and promote consistent appl
prospectively as of Januaryrr 4, 2021, the beginning of fiff scal year 2021, and the adoption did not have a material impact
on our fiff nancial statements.
calculating income taxes in
outside basis diffff eff rences. It also amends other aspects
ication of GAAP. We adopted the new guidance
riod tax allocation, the methodology forff
income taxes. This standard removes
oach forff
intrapea
a
Othett
r Recent Accounting Pronouncementstt not yet Adopted
In October 2021, the FASB issued ASU 2021-08, "Accounting forff Contract Assets and Contract Liabia lities
frff om Contracts with Customers," which clarififf es that an acquirer of a business should recognize and measure contract
assets and contract liabia lities in a business combination in accordance with ASU 2014-09," Revenue frff om Contracts with
Customers" as if the entity had originated the contracts. The guidance is effff eff ctive forff
December 15, 2022, with early appl
guidance will not have a material impact on our fiff nancial statements.
ication permitted. We did not early adopt and believe the adoption of this new
fiff scal years beginning aftff er
a
54
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Summaryr of Signi
i
fi iff cant Accounting Policies
(a)(( Principli es of consolidation:
These consolidated fiff nancial statements include the accounts of Masonite and our subsidiaries and the accounts
of any variabla e interest entities forff which we are the primaryrr benefiff ciary.rr
Intercompany accounts and transactions have
been eliminated upon consolidation. The results of subsidiaries acquired during the periods presented are consolidated
frff om their respective dates of acquisition using the acquisition method. Subsidiaries are prospectively deconsolidated as
of the date we no longer have effff eff ctive control of the entity.
(b)(( TrTT anslatl
ion of consolidated fiff nancial statementstt
into U.S.UU dollarsrr :
ff
These consolidated fiff nancial statements are expressed in U.S. dollars. The accounts of the maja ority of our self-ff
tional currencies other than the U.S. dollar. Assets and liabia lities forff
sustaining forff eign operations are maintained in func
these subsidiaries have been translated into U.S. dollars at the exchange rates prevailing at the end of the period and
results of operations at the average exchange rates forff
translation of the fiff nancial statements of our non-U.S. func
translation adjustments account in accumulated other comprehensive loss. For our forff eign subsidiaries where the U.S.
dollar is the func
exchange gains and losses arising frff om remeasurements of forff eign currency-denominated assets and liabia lities are
included within other (income) expense, net in the consolidated statements of income and comprehensive income. Gains
and losses arising frff om international intercompany transactions that are of a long-term investment naturt e are reported in
the same manner as translation gains and losses. Realized exchange gains and losses are included in net income forff
the
periods presented.
the period. Unrealized exchange gains and losses arising frff om the
tional currency operations are accumulated in the cumulative
ff
tional currency, all forff eign currency-denominated accounts are remeasured into U.S. dollars. Unrealized
ff
(c(( )c CasCC h and cash equivalentstt :
Cash includes cash equivalents which are short-term highly liquid investments with original maturt
ities of three
months or less.
(d)(( Restrt icted cash:
Restricted cash includes cash we have placed as collateral forff
standby letters of credit. The letters of credit
guarantee payment to third parties in the event the company is in breach of contract terms as detailed in each letter of
credit. As of Januaryrr 1, 2023, and Januaryrr 2, 2022, we had standby letters of credit totaling $2.1 million and $2.6
million, respectively. There were no amounts drawn upon these letters of credit as of Januaryrr 1, 2023, or Januaryrr 2,
2022.
(e(( )e Accountstt receivable:
Our customers are primarily retailers, distributors and contractors. We record an allowance forff
the time that accounts receivabla e are initially recorded based on the historical write-offff experience and the current
economic environment as well as our expectations of futff urt e economic conditions. We reassess the allowance at each
reporting date. When it becomes appa
collected, they are charged to the allowance. Payments subsequently received are credited to the credit loss expense
account included within selling, general and administration expenses in the consolidated statements of income and
comprehensive income. Generally, we do not require collateral forff
rent, based on age or customer circumstances, that such amounts will not be
our accounts receivabla e.
a
credit losses at
(f(( )ff InvII
entories:
Raw materials and fiff nished goods are valued at the lower of cost or net realizabla e value. Cost is determined on a
fiff rst in, fiff rst out basis. In determining the net realizabla e value, we consider faff ctors such as yield, turt nover, expected
futff urt e demand and past experience.
The cost of inventories includes all costs of purchase, costs of conversion and other costs incurred in bringing
the inventories to their present location and condition. The costs of conversion of inventories include costs directly
related to the units of production, such as direct labor
. They also include a systematic allocation of fiff xed and variabla e
a
55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
production overheads that are incurred in converting raw materials into fiff nished goods. Fixed production overheads are
those indirect costs of production that remain relatively constant regardless of the volume of production, such as
depreciation and maintenance of faff ctoryrr buildings and equipment, and the cost of faff ctoryrr management and
administration. Variabla e production overheads are those indirect costs of production that varyrr directly, or nearly directly,
with the volume of production, such as indirect materials and indirect labor
a
.
To determine the cost of inventory,rr we allocate fiff xed expenses to the cost of production based on the normal
city, which refeff rs to a range of production levels and is considered the production expected to be achieved over a
capaa
number of periods or seasons under normal circumstances, taking into account the loss of capaa
planned maintenance. Fixed overhead costs allocated to each unit of production are not increased due to abnor
mally low
production. Those excess costs are recognized as a current period expense. When a production faff cility is completely shut
down temporarily, it is considered idle, and all related expenses are charged to cost of goods sold.
city resulting frff om
a
(g)(( Propertytt ,yy plant
l
and equipmi
ent:
buildings, machineryrr and equipment using the straight-line method over the estimated usefulff
Property, plant and equipment are stated at cost. Depreciation is recorded based on the carryirr ng values of
th as folff
lives set forff
lows:
Buildings
Machineryrr and equipment
Tooling
Machineryrr and equipment
Molds and dies
Offff iff ce equipment, fiff xturt es and fiff ttings
Inforff mation technology systems
Usefuff l Lifeff
(Years)
20 - 40
10 - 25
5 - 25
12 - 25
3 - 12
5 - 15
Improvements and maja or maintenance that extend the lifeff of an asset are capia talized; other repairs and
maintenance are expensed as incurred. When assets are retired or otherwise disposed, their carryirr ng values and
accumulated depreciation are removed frff om the accounts.
Property, plant and equipment are tested forff
impairment when events or changes in circumstances indicate that
the carryirr ng value of an asset or asset group may not be recoverabla e. An impairment loss is recognized when the carryirr ng
amount of an asset or asset groupu being tested forff
expected frff om its use and disposal. Impairments are measured as the amount by which the carryirr ng amount of the asset
or asset group exceeds its faff ir value, as determined using a discounted cash flff ows appr
oach when quoted market prices
are not availabla e.
recoverabia lity exceeds the sum of the undiscounted cash flff ows
a
(h)(( Leases:
We determine if a contract is a lease at inception or upon acquisition and reevaluate each time a lease contract is
amended or otherwise modififf ed. A lease will be classififf ed as an operating lease if it does not meet any of the criteria forff
a fiff nance lease. Those criteria include the transfeff r of ownership of the underlying asset by the end of the lease term; an
option to purchase the underlying asset that we would be reasonabla y certain to exercise; the lease term is forff
the maja or
part of the remaining economic lifeff of the underlying asset; the present value of the sum of the lease payments and any
residual value guaranteed by us that is not already reflff ected in the lease payments equals or exceeds substantially all of
the faff ir value of the underlying asset or if the underlying asset is of such a specialized naturt e that it is expected to have
no alternative use to the lessor at the end of the lease term.
The assets and liabia lities relating to operating leases are included in operating lease right-of-ff use assets, accruer d
expenses, and long-term operating lease liabia lities in our consolidated balance sheets. The assets and liabia lities relating to
fiff nance leases are included in property, plant and equipment, net and other liabia lities in our consolidated balance sheets.
56
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
ROU assets represent our right to use an underlying asset forff
the lease term and lease liabia lities represent our
implicit discount rates, we use our incremental borrowing rate based on the inforff mation
obligation to make lease payments arising frff om the lease. Operating lease ROU assets and liabia lities are recognized at the
respective lease commencement date based on the present value of lease payments over the expected lease term. Since
our leases do not specifyff
availabla e at the commencement date in determining the present value of lease payments. The operating lease ROU asset
also includes any initial direct costs and is adjusted forff
begins on the date when the lessor makes the underlying asset availabla e forff
include options to extend the lease when it is reasonabla y certain that we will exercise those options. Lease payments are
recognized in the consolidated statements of income and comprehensive income on a straight-line basis over the
expected lease term.
lease incentives and prepaid or accruer d rent. The lease term
use to us, and our expected lease terms
Leases with an initial term of 12 months or less are not recorded on the balance sheet, with the related lease
expense recognized on a straight-line basis over the lease term. Lease and non-lease components of a contract are
combined into a single lease component forff
accounting purpos
es.
r
Our operating leases include leases forff
real estate (including manufaff cturt
ing sites, warehouses and offff iff ces) and
machineryrr and equipment and our fiff nance leases include leases forff
our operating leases contain provisions forff
renewal ranging frff om one to four
real estate. We have no material subleases. Certain of
options of one to ten years each.
ff
(i(( )i Goodwill:
We use the acquisition method of accounting forff
all business combinations, and we evaluate all business
intangible assets that should be recognized apaa
combinations forff
the effff eff ct on goodwill of changes to net assets acquired during the measurement period (up to one year frff om the date of
acquisition) forff
a
known, would have affff eff cted the measurement of the amounts recognized as of that date.
faff cts and circumstances that existed as of the acquisition date that, if
rt frff om goodwill. Goodwill adjustments are recorded forff
new inforff mation obtained about
Goodwill is not amortized, but instead is tested annually forff
impairment on the last day of fiff scal November, or
more frff equently if events or changes in circumstances indicate the carryirr ng amount may not be recoverabla e. The test forff
impairment is perforff med at the reporting unit level by comparing the reporting unit’s carryirr ng amount to its faff ir value.
Possible impairment in goodwill is fiff rst analyzed using qualitative faff ctors such as macroeconomic and market
conditions, changing costs and actuat
than not that the book value of the reporting unit exceeds its faff ir value. If it is determined more likely than not that the
book value exceeds faff ir value, a quantitative analysis is perforff med to test forff
impairment. When quantitative steps are
determined necessary,rr
analysis and market multiples. If the carryirr ng amount exceeds faff ir value, then goodwill is impaired. Any impairment in
goodwill is measured as the excess of the carryirr ng value of goodwill over the faff ir value. There were no impairment
charges recorded against goodwill in 2022.
the faff ir values of the reporting units are estimated through the use of discounted cash flff ow
l and projected perforff mance, amongst others, to determine whether it is more likely
When developing our discounted cash flff ow analyses, a number of assumptions and estimates are involved to
ing
forff ecast operating cash flff ows, including futff urt e net sales growth, EBITDA margin growth, benefiff ts frff om restrucr
initiatives, income tax rates, capia tal spending, business initiatives and working capia tal changes. These assumptions may
varyrr signififf cantly among the reporting units. Operating cash flff ow forff ecasts are based on operating plans forff
years and historical relationships and long-term economic outlooks forff
estimated forff
each specififf c reporting unit. Due to the many variabla es inherent in the estimation of a reporting unit’s faff ir
value and the relative size of our recorded goodwill, diffff eff rences in assumptions may have a material effff eff ct on the results
of our impairment analyses. In 2021 and 2020, we recorded $59.5 million and $51.5 million, respectively, in impairment
charges related to the Architecturt al reporting unit. See Note 14 forff
the early
in later years. The discount rate is
ther inforff mation.
our industryrr
furff
turt
57
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(j(( )jj IntII angible assetstt :
Intangible assets with defiff nite lives include customer relationships, patents, system softff ware development and
acquired trademarks and tradenames. Defiff nite lived intangible assets are amortized over their estimated usefulff
Inforff mation pertaining to the estimated usefulff
lives of intangible assets is as folff
lows:
lives.
Customer relationships
Patents
System softff ware development
Estimated Usefuff l Lifeff
Over expected relationship period
Over expected usefulff
lifeff
Over expected usefulff
lifeff
Acquired trademarks and tradenames
Straight-line over expected usefulff
lifeff
Amortizabla e intangible assets are tested forff
impairment whenever events or changes in circumstances indicate
that the carryirr ng value may be greater than faff ir value. An impairment loss is recognized when the estimate of
undiscounted futff urt e cash flff ows generated by such assets is less than the carryirr ng amount. Measurement of the
impairment loss is based on the faff ir value of the asset. Fair value is measured using discounted cash flff ows.
Indefiff nite lived intangible assets are not amortized, but instead are tested forff
impairment annually on the last
day of fiff scal November, or more frff equently if events or circumstances indicate the carryirr ng value may exceed the faff ir
value.
(k(( )k IncII ome taxes:
rr
As a multinational corpor
ation, we are subject to taxation in many jurisdictions and the calculation of our tax
ication of complex tax laws and regulations in various
liabia lities involves dealing with inherent uncertainties in the appl
taxing jurisdictions. We assess the income tax positions and record tax liabia lities forff
all years subject to examination
based upon our evaluation of the faff cts, circumstances and inforff mation availabla e as of the reporting date. Our global
strucr
including the income tax impact of the legal entity ownership strucrr
turt e required an assessment of the Company’s interprrr etation and appl
ication of tax laws in multiple jurisdictions
turt e and intercompany transactions.
a
a
We use the asset and liabia lity method of accounting forff
income taxes. Under the asset and liabia lity method,
defeff rred tax assets and liabia lities are recognized forff
fiff nancial statement carryirr ng amounts of existing assets and liabia lities and their respective tax bases. Defeff rred tax assets
and liabia lities are measured using enacted tax rates expected to appl
temporaryrr diffff eff rences are expected to be recovered or settled. The effff eff ct on defeff rred tax assets and liabia lities due to a
change in tax rates is recognized in income in the period that includes the date of enactment. A valuation allowance is
recorded to reduce defeff rred tax assets to an amount that is anticipated to be realized on a more likely than not basis.
the defeff rred tax consequences attributabla e to diffff eff rences between the
y to taxabla e income in the years in which those
a
We account forff
lows a two-step appr
uncertain taxes in accordance with ASC 740, "Income Taxes." The initial benefiff t recognition
a
oach. First, we evaluate if the tax position is more likely than not of being sustained if
model folff
audited based solely on the technical merits of the position. Second, we measure the appr
opriate amount of benefiff t to
recognize. This is calculated as the largest amount of tax benefiff t that has a greater than 50% likelihood of ultimately
being realized upon settlement. Subsequently at each reporting date, the largest amount that has a greater than 50%
likelihood of ultimately being realized, based on inforff mation availabla e at that date, will be measured and recognized.
a
We recognize interest and penalties related to unrecognized tax benefiff ts within the income tax expense line in
the consolidated statements of income and comprehensive income. Accruerr d interest and penalties are included within the
related tax liabia lity line in the consolidated balance sheets.
(l(( )l EmEE plm oyee futff ure benefe iff tstt :
We maintain defiff ned benefiff t pension plans. Benefiff ts under the plans were frff ozen or curtailed at various times in
the past. Earnings are charged with the cost of benefiff ts earned by employees as services are rendered. The cost reflff ects
management’s best estimates of the pension plans’ expected investment yields, wage and salaryrr escalation, mortality of
members, terminations and the ages at which members will retire. Changes in these assumptions could impact futff urt e
58
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
pension expense. Service cost components are recognized within cost of goods sold and non-service cost components are
recognized within other (income) expense, net in the consolidated statements of income and comprehensive income. The
excess of the net actuat
beginning of the year is amortized over the average remaining service lives of the members.
rial gain (loss) over 10% of the greater of the benefiff t obligation or faff ir value of plan assets at the
Assets are valued at faff ir value forff
the purpos
r
e of calculating the expected returt n on plan assets. Past service
costs arising frff om plan amendments are amortized on a straight-line basis over the average remaining service period of
employees active at the date of amendment.
When a restrucrr
turt
curtailment is accounted forff
excess gains and all curtailment losses are recorded in the period in which the curtailment occurs.
ing of a benefiff t plan gives rise to both a curtailment and a settlement of obligations, the
prior to the settlement. Curtailment gains are offff sff et against unrecognized losses and any
)m Restrt ucturing coststt :
(m((
turt
turt
ing costs include all salary-rr
Restrucr
ing plan has been put into place, the plan has received appr
related severance benefiff ts that are accruer d and expensed when a
oval frff om the appr
restrucr
the benefiff t is probabla e and reasonabla y estimabla e. In addition to salary-rr
when faff cilities are closed or capaa
liabia lities and expenses pursuant to the terms of the relevant agreement. For non-contractuat
liabia lities and expenses are measured and recorded at faff ir value in the period in which they are incurred.
city is realigned within the organization. Upon termination of a contract we record
ing activities,
related costs, we incur other restrucr
l restrucr
opriate level of management and
ing costs
turt
turt
a
a
Restrucr
turt
ing-related costs are presented separately in the consolidated statements of income and
comprehensive income whereas non-restrucr
and administration expense depending on the naturt e of the job responsibilities.
turt
ing severance benefiff ts are charged to cost of goods sold or selling, general
(n)(( FiFF nancial instrt umentstt :
We have appl
a
ied a frff amework consistent with ASC 820, "Fair Value Measurement and Disclosure," and have
disclosed all fiff nancial assets and liabia lities measured at faff ir value and non-fiff nancial assets and liabia lities measured at faff ir
value on a non-recurring basis (at least annually).
We classifyff and disclose assets and liabia lities carried at faff ir value in one of the folff
lowing three categories:
Level 1: Quoted market prices in active markets forff
identical assets or liabia lities.
Level 2: Observabla e market based inputs or unobservabla e inputs that are corroborated by market data.
Level 3: Unobservabla e inputs that are not corroborated by market data.
The estimated faff ir value of a fiff nancial instrumr
ent is the amount at which the instrumr
ent could be exchanged in a
current transaction between willing parties, other than a forff ced or liquidation sale. These estimates, although based on
the relevant market inforff mation about
ent, are subjective in naturt e and involve uncertainties and
matters of signififf cant judgment and, thereforff e, cannot be determined with precision. Changes in assumptions could
signififf cantly affff eff ct the estimates.
the fiff nancial instrumr
a
(o)((
Share based compem nsation exee pex nse:
We have a share based compensation plan, which is described in detail in Note 12. We appl
a
y the faff ir value
method of accounting using comprehensive valuation models, including the Black-Scholes-Merton option pricing model,
to determine the compensation expense.
(p)(( Revenue recognition:
Revenue frff om the sale of products is recognized when control of the promised goods is transfeff rred to our
customers based on the agreed-upon shipping terms, in an amount that reflff ects the consideration to which we expect to
be entitled in exchange forff
those goods or services. Volume rebates, expected returt ns, discounts and other incentives to
customers are considered variabla e consideration and we estimate these amounts based on the expected amount to be
59
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
provided to customers and reduce the revenues we recognize accordingly. Sales taxes and value added taxes assessed by
governmental entities are excluded frff om the measurement of consideration expected to be received. Shipping and
handling costs incurred aftff er a customer has taken possession of our goods are treated as a fulff
considered a separate perforff mance obligation. Shipping and other transportation costs charged to customers are recorded
in both revenues and cost of goods sold in the consolidated statements of income and comprehensive income.
fiff llment cost and are not
(q)(( Product warranties:
We warrant certain qualitative attributes of our door products. We have recorded provisions forff
estimated
warranty and related costs within accruer d expenses on the consolidated balance sheets, based on historical experience
and we periodically adjust these provisions to reflff ect actuat
folff
l experience. The rollforff ward of our warranty provision is as
the periods indicated:
lows forff
(I(( nII
tt
thous
ands)s
Balance at beginning of period
Additions charged to expense
Deductions
Balance at end of period
(r(( )r VeVV ndor rebates:
Year Ended
January 1, 2023
January 2, 2022
January 3, 2021
$
$
$
4,015
5,085
(5,219)
3,881
$
$
4,635
4,646
(5,266)
4,015
$
4,414
6,807
(6,586)
4,635
We account forff
cash consideration received frff om a vendor as a reduction of cost of goods sold and inventory,rr
in
the consolidated statements of income and comprehensive income and consolidated balance sheets, respectively. The
cash consideration received represents agreed-upon vendor rebates that are earned in the normal course of operations.
(s(( )s Advertisii ing coststt :
We recognize advertising costs as they are incurred. Advertising costs incurred primarily relate to tradeshows
and are included within selling, general and administration expense in the consolidated statements of income and
comprehensive income. Advertising costs were $16.9 million, $14.2 million and $10.8 million in the years
ended Januaryrr 1, 2023, Januaryrr 2, 2022, and Januaryrr 3, 2021, respectively.
(t(( )t Research and development coststt :
We recognize research and development costs as they are incurred. Research and development costs incurred
primarily relate to the development of new products and the improvement of manufaff cturt
included within cost of goods sold in the consolidated statements of income and comprehensive income. These costs
exclude the signififf cant investments in other areas such as advanced automation. Research and development costs
were $21.2 million, $18.4 million and $17.0 million in the years ended Januaryrr 1, 2023, Januaryrr 2, 2022, and Januaryrr 3,
2021, respectively.
ing processes, and are primarily
(u)((
InsII urance losses and proceeds:
All involuntaryrr conversions of property, plant and equipment are recorded as losses within loss (gain) on
disposal of property, plant and equipment, which is included within selling, general and administration expense in the
consolidated statements of income and comprehensive income and as reductions to property, plant and equipment in the
consolidated balance sheets. Any subsequent proceeds received forff
insured losses of property, plant and equipment are
also recorded as gains within loss (gain) on disposal of property, plant and equipment, and are classififf ed as cash flff ows
frff om investing activities in the consolidated statements of cash flff ows in the period in which the cash is received.
Proceeds received forff
expense in the consolidated statements of income and comprehensive income and are classififf ed as cash flff ows frff om
operating activities in the consolidated statements of cash flff ows in the period in which an acknowledgment frff om the
insurance carrier of settlement or partial settlement of a non-refunda
ion recoveries are recorded as a reduction to selling, general and administration
bla e naturt e has been presented to us.
business interrupt
r
ff
60
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(v(( )v Equitytt
investmtt entstt :
We account forff
investments in affff iff liates of between 20% and 50% ownership, over which we have signififf cant
inflff uence, using the equity method. We record our share of earnings of the affff iff liate within other income, net of expense,
in the consolidated statements of income and comprehensive income and dividends as a reduction of the investment in
the affff iff liate in the consolidated balance sheets when declared.
)w Segme
(w((
e
ent repor
ting:
Our reportabla e segments are organized and managed principally by end market: North American Residential,
r
ate & Other categoryrr
Europe and Architecturt al. The Corpor
immaterial operating segments that were not aggregated into any reportabla e segment. In addition to similar economic
characteristics we also consider the folff
activities, the management strucr
operating and
administrative activities, availabia lity of discrete fiff nancial inforff mation and inforff mation presented to the Board of
Directors and investors.
lowing faff ctors in determining the reportabla e segments: the naturt e of business
turt e directly accountabla e to our chief operating decision maker forff
includes unallocated corpor
ate costs and the results of
r
(x(( )x UsUU e of estimates:
The preparation of consolidated fiff nancial statements in conforff mity with GAAP requires management to make
estimates and assumptions which affff eff ct the reported amounts of assets and liabia lities and disclosure of contingent assets
and liabia lities as of the date of the consolidated fiff nancial statements and the reported amounts of net sales and expenses
during the reporting periods. During 2022, there were no material changes in the methods or policies used to establa ish
estimates and assumptions. Actuat
l results may diffff eff r frff om our estimates.
2. Acquisitions and Divestitures
Acquisii itions
On Januaryrr 3, 2023, we completed the acquisition of Endura Products forff
oximately $375.0 million in cash
using a combination of cash on hand and borrowings under our Term Loan Facility and ABL Facility. In connection with
the acquisition, we borrowed $250.0 million under our Term Loan Facility and $100.0 million under our ABL Facility.
Endura is a leading innovator and manufaff cturt er of high-perforff mance door frff ames and door system components in the
United States. Refeff r to Note 23. Subsequent Events forff
additional inforff mation.
a
appr
On December 4, 2020, we completed the acquisition of a Lowe's Companies, Inc. door faff bra ication faff cility in the
cash consideration of $3.9 million. During the fiff rst quarter of 2021, as a result of the working capia tal
United States forff
adjustments we paid an additional $0.2 million. The purchase price allocation, net sales, net income (loss) attributabla e to
Masonite and pro forff ma inforff mation forff
presented.
the acquisition are not presented as they were not material forff
any period
On August 31, 2020, we acquired intellectuat
l property and other assets related to an interior door technology forff
cash consideration of $1.9 million. The purchase price allocation, net sales, net income (loss) attributabla e to Masonite
and pro forff ma inforff mation forff
the acquisition are not presented as they were not material forff
any period presented.
Divestitures
During the four
ff
th quarter of 2022, we completed the liquidation of our legal entity in Turkey. As a result, we
recognized $0.9 million in loss on disposal of subsidiaries. The total charge consists of $0.7 million relating to the
recognition of cumulative translation adjustment out of accumulated other comprehensive loss and $0.2 million relating
to the write-offff of net assets.
On June 14, 2021, we completed the sale of all the capia tal stock of our Czech business ("Czech") forff
consideration of $7.0 million, net of cash disposed. The divestiturt e of this business resulted in a loss on disposal of
subsidiaries of $8.6 million, which was recognized in the second quarter of 2021 in the Europe segment. The total charge
61
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
consisted of $5.1 million relating to the write-offff of the net assets sold and other profeff ssional feff es and $3.5 million
relating to the recognition of the cumulative translation adjustment out of accumulated other comprehensive loss.
During the second quarter of 2020, we completed the liquidation of our legal entity in India. As a result, we
recognized $2.1 million in loss on disposal of subsidiaries. The total charge consists of $2.3 million relating to the
recognition of cumulative translation adjustment out of accumulated other comprehensive loss and $0.2 million relating
to the write-offff of net assets and other profeff ssional feff es.
3. Accounts Receivable
Our customers consist mainly of retailers, distributors and contractors. Our ten largest customers accounted forff
62.3% and 56.7% of total accounts receivabla e as of Januaryrr 1, 2023, and Januaryrr 2, 2022, respectively. Our largest
customer, The Home Depot, Inc. accounted forff more than 10% of the consolidated gross accounts receivabla e balance as
of Januaryrr 1, 2023, and Januaryrr 2, 2022. No other individual customer accounted forff
consolidated gross accounts receivabla e balance at either Januaryrr 1, 2023, or Januaryrr 2, 2022.
greater than 10% of the
The changes in the allowance foff r doubtfulff
accounts were as folff
lows forff
the periods indicated:
(I(( nII
tt
thous
ands)s
Balance at beginning of period
Additions charged to expense
Deductions
Balance at end of period
Year Ended
January 1, 2023
January 2, 2022
January 3, 2021
$
$
2,087
$
1,062
(669)
2,480
$
2,809
$
242
(964)
2,087
$
1,752
1,443
(386)
2,809
We maintain an accounts receivabla e sales program with a third party (the "AR Sales Program"). Under the AR
Sales Program, we can transfeff r ownership of eligible trade accounts receivabla e of certain customers. Receivabla es are sold
l risk of collection, without recourse to us in the event of a loss. Transfeff rs of
outright to a third party who assumes the fulff
as sales. Proceeds frff om the transfeff rs reflff ect the faff ce value of the
receivabla es under this program are accounted forff
accounts receivabla e less a discount. Receivabla es sold under the AR Sales Program are excluded frff om trade accounts
receivabla e in the consolidated balance sheets and are included in cash flff ows frff om operating activities in the consolidated
statements of cash flff ows. The discounts on the sales of trade accounts receivabla e sold under the AR Sales Program were
any of the periods presented and were recorded in selling, general and administration expense within the
not material forff
consolidated statements of income and comprehensive income.
In most countries we pay and collect Value Added Tax ("VAT") when procuring goods and services within the
normal course of business. VAT receivabla es are establa ished in jurisdictions where VAT paid exceeds VAT collected and
are recoverabla e through the fiff ling of refund
claims.
ff
Certain wood moldings and millwork products being imported into the United States are subject to import
tariffff sff . Tariffff deposits are paid to the government and are recoverabla e through an assessment process.
4. Inventories
The amounts of inventoryrr on hand were as folff
lows as of the dates indicated:
(I(( nII
tt
thous
ands)s
Raw materials
Finished goods
Provision forff
obsolete or aged inventoryrr
Inventories, net
January 1, 2023
January 2, 2022
$
$
320,553
$
95,005
(8,730)
406,828
$
275,269
78,324
(6,117)
347,476
62
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
We carryrr an inventoryrr provision which is the result of obsolete or aged inventory.rr The rollforff ward of our
inventoryrr provision is as folff
lows forff
the periods indicated:
(I(( nII
tt
thous
ands)s
Balance at beginning of period
Additions charged to expense
Deductions
Balance at end of period
5. Property, Plant and Equipment
Year Ended
January 1, 2023
January 2, 2022
January 3, 2021
$
$
6,117
$
7,692
(5,079)
8,730
$
6,305
$
3,402
(3,590)
6,117
$
7,136
5,150
(5,981)
6,305
The carryirr ng amounts of our property, plant and equipment and accumulated depreciation were as folff
lows as of
the dates indicated:
(I(( nII
tt
thous
ands)s
Land
Buildings
Machineryrr and equipment
Property, plant and equipment, gross
Accumulated depreciation
Property, plant and equipment, net
January 1, 2023
January 2, 2022
$
$
21,415
$
222,340
837,407
1,081,162
(428,833)
652,329
$
22,851
216,510
783,913
1,023,274
(396,477)
626,797
Total depreciation expense was $71.2 million, $70.6 million and $68.4 million forff
the years ended Januaryrr 1,
2023, Januaryrr 2, 2022, and Januaryrr 3, 2021, respectively. Depreciation expense is included primarily within cost of
goods sold in the consolidated statements of income and comprehensive income.
6. Leases
The folff
lowing tabla e summarizes the components of lease expense recorded in the consolidated statements of
income and comprehensive income forff
the periods indicated:
(I(( nII
tt
thous
ands)s
Operating lease expense
Finance lease expense
Amortization of leased assets
Interest on lease liabia lities
Total lease expense
January 1, 2023
Year Ended
January 2, 2022
January 3, 2021
49,972
$
47,263
$
38,922
1,123
1,356
865
1,443
52,451
$
49,571
$
882
1,458
41,262
$
$
63
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
The folff
of the period indicated:
lowing tabla e includes a detail of lease assets and liabia lities included in the consolidated balance sheet as
(I(( nII
tt
thous
ands)s
Operating lease right-of-ff use assets
Finance lease right-of-ff use assets (1)
Total lease assets, net
Current portion of operating lease liabia lities
Long-term operating lease liabia lities
Long-term fiff nance lease liabia lities
Total lease liabia lities
January 1, 2023
January 2, 2022
$
$
$
$
$
$
$
160,695
25,409
186,104
24,372
151,242
29,561
205,175
$
176,445
23,931
200,376
25,551
165,670
27,043
218,264
____________
(1) Net of accumulated amortization of $3.5 million and $2.4 million, as of Januaryrr 1, 2023, and Januaryrr 2, 2022, respectively.
The folff
lowing tabla e is a summaryrr of the weighted-average remaining lease terms and weighted-average
discount rates of the Company's leases as of the period indicated:
Weighted-average remaining lease term (years)
Operating leases
Finance leases
Weighted-average discount rate (1)
Operating leases
Finance leases
January 1, 2023
January 2, 2022
11.2
26.6
4.3 %
4.8 %
11.8
27.6
4.1 %
5.4 %
____________
(1) Based on the Company's incremental borrowing rate at lease commencement or modififf cation.
As of Januaryrr 1, 2023, the futff urt e minimum lease payments under non-cancelabla e leases are as folff
lows:
(I(( nII
tt
thous
ands)s
Fiscal year:
2023
2024
2025
2026
2027
Thereaftff er
Total minimum lease payments
Less imputed interest
Operating Leases
Finance Leases
$
$
31,073
28,862
25,331
18,362
14,622
113,393
231,643
(56,029)
1,311
1,471
1,515
1,693
1,612
49,127
56,729
(27,168)
29,561
Present value of futff urt e lease payments
$
175,614
$
As of Januaryrr 1, 2023, we have one undiscounted commitment forff
an operating lease that had not yet
commenced of $25.8 million. This operating lease will commence during fiff scal year 2023 with a lease term of 7.2 years.
64
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
7. Goodwill and Intangible Assets
Changes in the carryirr ng amount of goodwill were as folff
lows as of the dates indicated:
(I(( nII
tt
thous
ands)s
Januaryrr 3, 2021
Measurement period adjustment
Goodwill related to 2021 divestiturt e
Goodwill impairment
Foreign exchange flff uctuat
tions
Januaryrr 2, 2022
Foreign exchange flff uctuat
tions
North American
Residential
Europe
Architectural
Total
$
9,730
$
69,439
$
59,523
$
160
—
—
3
9,893
(19)
—
(1,395)
—
(835)
67,209
(7,215)
—
—
(59,526)
3
—
—
Januaryrr 1, 2023
$
9,874
$
59,994
$
— $
138,692
160
(1,395)
(59,526)
(829)
77,102
(7,234)
69,868
Gross goodwill beforff e cumulative impairment charges in the Architecturt al reporting unit was $111.0 million as
of Januaryrr 1, 2023, Januaryrr 2, 2022, and Januaryrr 3, 2021. In the third quarter of 2020, we determined the continued
decreased demand in the Architecturt al door market due to the impact of COVID-19 in the year, along with the
uncertainty of the duration and intensity of the pandemic on the Architecturt al door market forff
indicators that goodwill impairment was present in the Architecturt al reporting unit. A goodwill impairment charge of
$51.5 million was recorded to selling, general and administration expenses. The charge represents the amount by which
the carryirr ng value of the Architecturt al reporting unit exceeded its faff ir value and reduced the goodwill balance in the
Architecturt al reporting unit frff om $111.0 million to $59.5 million. See Note 14 forff
futff urt e periods were
ther inforff mation.
furff
We perforff med an annual qualitative impairment test of each of our reporting units during the four
th quarter of
2021. As a result of manufaff cturt
enteeism,
material availabia lity and production challenges, a goodwill impairment charge of $59.5 million was recorded to selling,
general and administration expenses in 2021. The charge represents the amount by which the carryirr ng value of the
Architecturt al reporting unit exceeded its faff ir value and reduced the goodwill balance in the Architecturt al reporting unit
frff om $59.5 million to zero. See Note 14 forff
ing constraints in the Architecturt al reporting unit due to COVID-19 related absa
ther inforff mation.
furff
ff
65
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
The cost and accumulated amortization values of our intangible assets were as folff
lows as of the dates indicated:
January 1, 2023
Accumulated
Amortization
Cost
Net Book
Value
Cost
January 2, 2022
Accumulated
Amortization
Net Book
Value
ands)s
tt
thous
(I(( nII
Defiff nite lifeff
assets:
intangible
Customer relationships $ 165,700
$
(135,518) $
30,182
$ 176,779
$
(132,840) $
43,939
Patents
Softff ware
Trademarks and
tradenames
License rights and
other
Total defiff nite lifeff
intangible assets
Indefiff nite lifeff
assets:
intangible
Trademarks and
tradenames
34,776
37,187
(29,665)
(33,900)
5,111
3,287
34,438
36,354
(28,148)
(33,281)
6,290
3,073
30,918
(15,827)
15,091
34,210
(14,063)
20,147
6,584
(84)
6,500
94
(94)
—
275,165
(214,994)
60,171
281,875
(208,426)
73,449
75,885
—
75,885
77,038
—
77,038
Total intangible assets
$ 351,050
$
(214,994) $
136,056
$ 358,913
$
(208,426) $
150,487
Amortization of intangible assets was $15.8 million, $20.2 million and $22.2 million forff
the years ended
Januaryrr 1, 2023, Januaryrr 2, 2022, and Januaryrr 3, 2021 respectively. Amortization expense is classififf ed within selling,
general and administration expenses in the consolidated statements of income and comprehensive income.
The estimated futff urt e amortization of intangible assets with defiff nite lives as of Januaryrr 1, 2023, is as folff
lows:
(I(( nII
tt
thous
ands)s
Fiscal year:
2023
2024
2025
2026
2027
8. Accrued Expenses
$
15,487
14,054
12,063
8,617
8,305
The details of our accruer d expenses were as folff
lows as of the dates indicated:
(I(( nII
tt
thous
ands)s
Accruer d payroll
Accruer d rebates
Current portion of operating lease liabia lities
Accruer d interest
Other accruarr
ls
Total accruerr d expenses
January 1, 2023
January 2, 2022
$
$
69,224
$
50,200
24,372
16,480
62,770
66,048
51,200
25,551
17,125
77,376
223,046
$
237,300
66
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
9. Long-Term Debt
(I(( nII
tt
thous
ands)s
3.50% senior unsecured notes due 2030
5.375% senior unsecured notes dued
2028
Debt issuance costs
Total long-term debt
January 1, 2023
January 2, 2022
$
$
375,000
$
500,000
(8,884)
866,116
$
375,000
500,000
(9,279)
865,721
Interest expense on our long-term debt was $41.3 million, $43.9 million and $45.5 million forff
Januaryrr 1, 2023, Januaryrr 2, 2022, and Januaryrr 3, 2021, respectively, and primarily related to our consolidated
indebtedness under senior unsecured notes. Debt issuance costs incurred in connection with the 2030 Notes and the 2028
Notes were capia talized as a reduction to the carryirr ng value of debt and are being accreted to interest expense over their
respective terms. Additionally, we pay interest on any outstanding principal under our Term Loan Facility and ABL
Facility, each as defiff ned below, and we are required to pay a commitment feff e forff
Facility, both of which are recorded in interest expense as incurred.
unutilized commitments under the ABL
years ended
3.50% Senior NotNN es due 2030
On July 26, 2021, we issued $375.0 million aggregate principal senior unsecured notes (the "2030 Notes"). The
resale to qualififf ed institutt
ional buyers pursuant to RulRR e 144A of the
ryrr 15 and August 15 of each year and the principal is due Februarr
2030 Notes were issued in a private placement forff
Securities Act of 1933, as amended (the "Securities Act"), and to buyers outside of the United States pursuant to
Regulation S under the Securities Act. The 2030 Notes bear interest at 3.50% per annum, payabla e in cash semiannually
in arrears on Februar
ryrr 15, 2030. The 2030 Notes were
issued at par. We received net proceeds of $370.3 million aftff er deducting $4.7 million of debt issuance costs. The debt
issuance costs were capia talized as a reduction to the carryirr ng value of debt and are being accreted to interest expense
over the term of the 2030 Notes using the effff eff ctive interest method. The net proceeds frff om the issuance of the 2030
Notes were used to redeem the remaining $300.0 million aggregate principal amount of the 2026 Notes (as described
below), including the payment of related premiums, feff es and expenses, with the balance of the proceeds availabla e forff
general corpor
ate purpos
es.
r
rr
Obligations under the 2030 Notes are fulff
ly and unconditionally guaranteed, jointly and severally, on a senior
unsecured basis, by certain of our directly or indirectly wholly-owned subsidiaries. We may redeem the 2030 Notes, in
whole or in part, at any time, at the appl
plus accruer d and unpaid interest, if any, to the date of redemption. If we experience certain changes of control, we must
offff eff r to repurchase all of the 2030 Notes at a purchase price of 101.00% of their principal amount, plus accruer d and
unpaid interest, if any, to, but excluding, the repurchase date.
icabla e redemption prices specififf ed under the indenturt e governing the 2030 Notes,
a
The indenturt e governing the 2030 Notes contains limited covenants that, among other things, limit our abia lity
and the abia lity of our subsidiaries to (i) incur certain secured debt, (ii) engage in certain sale and leaseback transactions
and (iii) merge or consolidate with other entities. The forff egoing limitations are subject to exceptions as set forff
th in the
indenturt e governing the 2030 Notes. The indenturt e governing the 2030 Notes contains customaryrr events of defaff ult
(subject to certain cases to customaryrr grace and cure periods). As of Januaryrr 1, 2023, we were in compliance with all
covenants under the indenturt e governing the 2030 Notes.
5.375% Senior NotNN es due 2028
On July 25, 2019, we issued $500.0 million aggregate principal senior unsecured notes (the "2028 Notes"). The
resale to qualififf ed institutt
2028 Notes were issued in a private placement forff
the Securities Act, and to buyers outside of the United States pursuant to Regulation S under the Securities Act. The
2028 Notes were issued without registration rights and are not listed on any securities exchange. The 2028 Notes bear
interest at 5.375% per annum, payabla e in cash semiannually in arrears on Februar
principal is due Februar
deducting $6.7 million of debt issuance costs. The debt issuance costs were capia talized as a reduction to the carryirr ng
value of debt and are being accreted to interest expense over the term of the 2028 Notes using the effff eff ctive interest
ryrr 1 and August 1 of each year and the
ryrr 1, 2028. The 2028 notes were issued at par. We received net proceeds of $493.3 million aftff er
ional buyers pursuant to RulRR e 144A under
67
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
method. The net proceeds frff om issuance of the 2028 Notes, together with availabla e cash balances, were used to redeem
the remaining $500.0 million aggregate principal amount of similar senior unsecured notes.
Obligations under the 2028 Notes are fulff
ly and unconditionally guaranteed, jointly and severally, on a senior
unsecured basis, by certain of our directly or indirectly wholly-owned subsidiaries. We may redeem the 2028 Notes, in
whole or in part, at any time on or aftff er Februar
indenturt e governing the 2028 Notes, plus accruer d and unpaid interest, if any, to the date of redemption. If we experience
certain changes of control or consummate certain asset sales and do not reinvest the net proceeds, we must offff eff r to
repurchase all of the 2028 Notes at a purchase price of 101.00% (in the case of changes in control) or 100.00% (in the
case of asset sales) of their principal amount, plus accruer d and unpaid interest, if any, to, but excluding, the repurchase
date.
icabla e redemption prices specififf ed under the
ryrr 1, 2023, at the appl
a
The indenturt e governing the 2028 Notes contains restrictive covenants that, among other things, limit our abia lity
and the abia lity of our subsidiaries to: (i) incur additional debt and issue disqualififf ed or prefeff rred stock, (ii) make
restricted payments, (iii) sell assets, (iv) create or permit restrictions on the abia lity of our restricted subsidiaries to pay
dividends or make other distributions to the parent company, (v) create or incur certain liens, (vi) enter into sale and
leaseback transactions, (vii) merge or consolidate with other entities and (viii) enter into transactions with affff iff liates. The
forff egoing limitations are subject to exceptions as set forff
the futff urt e the 2028 Notes have an investment grade rating frff om at least two nationally recognized statistical rating
organizations, certain of these covenants will be terminated. The indenturt e governing the 2028 Notes contains customaryrr
events of defaff ult (subject in certain cases to customaryrr grace and cure periods). As of Januaryrr 1, 2023, we were in
compliance with all covenants under the indenturt e governing the 2028 Notes.
th in the indenturt e governing the 2028 Notes. In addition, if in
5.750% Senior NotNN es due 2026
On August 27, 2018, we issued $300.0 million aggregate principal senior unsecured notes (the "2026 Notes").
resale to qualififf ed institutt
The 2026 Notes were issued in a private placement forff
under the Securities Act, and to buyers outside of the United States pursuant to Regulation S under the Securities Act.
The 2026 Notes were issued without registration rights and are not listed on any securities exchange. The 2026 Notes
bore interest at 5.75% per annum, payabla e in cash semiannually in arrears on March 15 and September 15 of each year
and were originally due September 15, 2026. The 2026 notes were issued at par. We received net proceeds of $295.7
million aftff er deducting $4.3 million of debt issuance costs. The debt issuance costs were capia talized as a reduction to the
carryirr ng value of debt and were accreted to interest expense over the term of the 2026 Notes using the effff eff ctive interest
method.
ional buyers pursuant to RulRR e 144A
Subsequent to the closing of the 2030 Notes offff eff ring, the 2026 Notes were redeemed, and the notes were
considered extinguished as of July 26, 2021. Under the terms of the indenturt e governing the 2026 Notes, we paid the
appl
icabla e premium of $10.8 million. Additionally, the unamortized debt issuance costs of $2.8 million relating to the
a
2026 Notes were written offff in conjunction with the extinguishment of the 2026 Notes. The resulting loss on
extinguishment of debt was $13.6 million and was recorded as part of income frff om continuing operations beforff e income
tax expense in the condensed consolidated statements of income and comprehensive income in 2021. Additionally, the
cash payment of interest accruer d to, but not including, the redemption date was accelerated to the redemption date.
TeTT rm Loan FacFF ilitytt
On December 13, 2022, we and certain of our subsidiaries entered into a new delayed-draw term loan credit
agreement (the "Term Loan Credit Agreement") maturt
ity Date"). The
ing on December 12, 2027 (the "Term Loan Maturt
a senior secured fiff ve-year delayed-draw term loan faff cility of $250.0 million
Term Loan Credit Agreement provides forff
(the "Term Loan Facility"). Loans under the Term Loan Facility (the "Term Loans") will bear interest at a rate equal to,
at our option, (1) the Adjusted Term SOFR Rate (as defiff ned in the Term Loan Credit Agreement) plus an appl
margin of 2.25% or (2) an alternate base rate equal to the greatest of (i) the "Prime Rate" in the U.S. last quoted by The
Wall Street Journal, (ii) 0.50% above
feff deral funds
ff
Rate forff
each of cases (1) and (2), an agreed interest rate flff oor. The Term Loans are repayabla e in equal quarterly installments forff
the greater of the feff deral funds
and overnight eurodollar transactions denominated in Dollars, (iii) 1.00% above
a one month interest period and (iv) 1.00%, plus, in each case, an appl
rate and the rate comprised of both overnight
icabla e margin of 1.25%, subject to, in
the Adjusted Term SOFR
icabla e
a
a
a
a
ff
68
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
an annual aggregate amortization payment equal to 15% of the aggregate principal amount of the Term Loans, with the
balance of the principal being due on the Term Loan Maturt
ity Date.
The Term Loan Credit Agreement also includes a quarterly ticking feff e of 25 basis points per annum payabla e to
the lenders under the Term Loan Facility beginning on Januaryrr 3, 2023 (the "Closing Date") in respect of the unutilized
commitments thereunder. As a result of the incurrence of the Term Loans on the Closing Date such ticking feff es were not
(and shall not be) payabla e to the Lenders.
The Borrower also pays customaryrr agency feff es.
Obligations under the Term Loan Credit Agreement are fulff
ly and unconditionally guaranteed, jointly and
severally, by us and by certain of our directly or indirectly wholly-owned subsidiaries organized in the United States and
are secured by the equity in, and substantially all the assets of,ff such subsidiaries. The Term Loans were funde
amount of $250.0 million and appl
ied to fiff nance a portion of the consideration payabla e in connection with the
a
consummation of the Endura acquisition on Januaryrr 3, 2023.
d in an
ff
The Term Loan Credit Agreement contains restrictive covenants that, among other things, limit our abia lity and
the abia lity of our subsidiaries to: (i) pay dividends on our common shares and make other restricted payments, (ii) make
investments and acquisitions, (iii) engage in transactions with our affff iff liates, (iv) sell assets, (v) merge, (vi) incur
additional debt and (vii) create liens. The Term Loan Credit Agreement includes certain exceptions and exemptions
under the restricted payment, investment, dispositions, liens and indebtedness covenants.
The Term Loan Credit Agreement requires us to maintain at all times a total leverage ratio of no more than
4.50:1.00. The Term Loan Credit Agreement contains change of control provisions and certain customaryrr affff iff rmative
covenants and events of defaff ult. As of Januaryrr 1, 2023, we were in compliance with all covenants under the credit
agreement governing the Term Loan Facility and there were no amounts outstanding.
ABLBB FacFF ilitytt
On Januaryrr 31, 2019, we and certain of our subsidiaries entered into a $250.0 million asset-based revolving
ing on Januaryrr 31, 2024, which replaced the previous faff cility. On October 28,
credit faff cility (the "ABL Facility") maturt
2022, we and certain of our subsidiaries entered into an amendment which, among other things, (i) increased the
revolving credit commitments availabla e thereunder by $100.0 million to an aggregate amount of $350.0 million and (ii)
replaced the LIBOR-based interest rate appl
icabla e to borrowings thereunder in U.S. dollars with an interest rate based on
the sum of (x) a "Term SOFR" rate published by the CME Group Benchmark Administration Limited (CBA) plus (y) 10
basis points ("Adjusted Term SOFR"). Additionally, on December 12, 2022, we entered into an amendment to the ABL
Facility, which, among other things, extended the maturt
ity of the ABL Facility frff om Januaryrr 31, 2024 to December 12,
2027. The terms of the ABL Facility remained otherwise substantially unchanged. Obligations under the ABL Facility
are secured by a fiff rst priority security interest in such accounts receivabla e, inventoryrr and other related assets of Masonite
and our subsidiaries. In addition, obligations under the ABL Facility are fulff
ly and unconditionally guaranteed, jointly and
severally, on a senior secured basis, by certain of our directly or indirectly wholly-owned subsidiaries.
a
Borrowings under the ABL Facility bear interest at a rate equal to, at our option, (i) the United States, Canadian
or United Kingdom Base Rate (each as defiff ned in the credit agreement relating to the ABL Facility, the "Amended and
Restated Credit Agreement") plus a margin ranging frff om 0.25% to 0.50% per annum, or (ii) the Adjusted Term SOFR or
BA Rate (each as defiff ned in the Amended and Restated Credit Agreement), plus a margin ranging frff om
1.25% to 1.50% per annum. In addition to paying interest on any outstanding principal under the ABL Facility, a
commitment feff e is payabla e on the undrawn portion of the ABL Facility in an amount equal to 0.25% per annum of the
average daily balance of unused commitments during each calendar quarter.
The ABL Facility contains various customaryrr
representations, warranties and covenants by us that, among other
things, and subject to certain exceptions, restrict Masonite's abia lity and the abia lity of our subsidiaries to: (i) pay dividends
on our common shares and make other restricted payments, (ii) make investments and acquisitions, (iii) engage in
transactions with our affff iff liates, (iv) sell assets, (v) merge and (vi) create liens. The ABL Facility, among other things, (i)
permits us to incur unlimited unsecured debt as long as such debt does not contain covenants or defaff ult provisions that
are more restrictive than those contained in the ABL Facility, (ii) permits us to incur debt as long as the pro forff ma
69
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
secured leverage ratio is less than 4.5 to 1.0, and (iii) adds certain additional exceptions and exemptions under the
restricted payment, investment and indebtedness covenants (including increasing the amount of certain debt permitted to
be incurred under an existing exception). As of Januaryrr 1, 2023, we were in compliance with all covenants under the
credit agreement governing the ABL Facility. We had availabia lity of $324.9 million under our ABL Facility and there
were no amounts outstanding as of Januaryrr 1, 2023.
10. Commitments and Contingencies
We may become involved frff om time-to-time in litigation and regulatoryrr compliance matters incidental to our
t, tax, product liabia lity, environmental, health and
business, including employment and wage and hour claims, antitrusr
safeff ty, commercial disputes, intellectuat
l property, contracts and other matters arising out of the normal conduct of our
business. Since litigation is inherently unpredictabla e and unfaff vorabla e resolutions can occur, assessing contingencies is
contingencies related
highly subjective and requires judgments about
to litigation and regulatoryrr compliance matters, if it is probabla e that a liabia lity has been incurred and the amount of the
loss can be reasonabla y estimated. Based on current inforff mation, in the opinion of management, the ultimate resolution of
these matters, individually or in the aggregate, will not have a material adverse effff eff ct on our fiff nancial condition, results
of operations or cash flff ows.
futff urt e events. We regularly review and accruer
forff
a
Antitrt ust Class Action Proceedings - Canada
CC
On May 19, 2020, an intended class proceeding was commenced in the Province of Québec, Canada naming as
rr
ation, Corpor
defeff ndants Masonite Corpor
and JELD-WEN of Canada, Ltd. The plaintiffff alleges that the Masonite and JELD-WEN defeff ndants engaged in
anticompetitive conduct, including price-fiff xing involving interior molded doors. The intended class proceeding seeks
damages, punitive damages, and other relief.ff On December 22, 2020, the parties fiff led a motion with the court seeking to
stay the proceeding.
ation Internationale Masonite, JELD-WEN, Inc., JELD-WEN Holding, Inc.
r
On October 2, 2020, an intended class proceeding was commenced in the Federal Court of Canada naming as
defeff ndants Masonite International Corpor
ation, Masonite Corpor
JELD-WEN of Canada, Ltd. The plaintiffff alleges that the Masonite and JELD-WEN defeff ndants engaged in
anticompetitive conduct, including price-fiff xing involving interior molded doors. The intended class proceeding seeks
damages, punitive damages, and other relief.ff The plaintiffff served its certififf cation record on March 31, 2021. The parties
are waiting confiff rmation frff om the Federal Court of hearing dates in 2023 forff
ation, JELD-WEN, Inc., JELD-WEN Holding, Inc. and
a two-day certififf cation hearing.
r
r
As of Januaryrr 1, 2023, we have not accruerr d an expense in connection with this matter because, although an
adverse outcome is reasonabla y possible, the amount or range of any potential loss cannot be reasonabla y estimated. This
proceeding is at an early stage. While we intend to defeff nd against these claims vigorously, there can be no assurance that
the ultimate resolution of this litigation will not have a material, adverse effff eff ct on our consolidated fiff nancial condition,
results of operations or cash flff ow.
11. Revenues
We derive our revenues primarily frff om the manufaff cturt e and deliveryrr of doors and door components as
perforff mance obligations that arise frff om our contracts with customers are satisfiff ed. Materially all of our revenues are
generated frff om contracts with customers and the naturt e, timing and any uncertainty in the recognition of revenues are not
affff eff cted by the type of good, customer or geographi
cal region to which the perforff mance obligation relates. Our contracts
with our customers are generally in the forff m of purchase orders and the perforff mance obligation arises upon receipt of the
purchase order and agreement upon the transaction price. The perforff mance obligations are satisfiff ed at a point in time
when control of the promised goods is transfeff rred to the customer and payment terms varyrr
Payment terms are short-term, are customaryrr
frff om customer to customer.
our industryrr and in some cases, early payment incentives are offff eff red.
forff
a
The transaction price recognized as revenue and accounts receivabla e is determined based upon a number of
estimates, including:
•
•
Incentive-based volume rebates, which are based on individual rebate agreements with our customers, as well as
historical and expected perforff mance of each individual customer,
Estimated sales returt ns, which are based on historical returt ns as a percentage of revenues, and
70
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
•
Adjustments forff
early payment discounts offff eff red by us.
Contract assets are represented by our trade accounts receivabla e balances on the consolidated balance sheets,
and are described in Note 3. Accounts Receivabla e. There were no other material contract assets or liabia lities as of
Januaryrr 1, 2023, or Januaryrr 2, 2022. Our warranties are assurance-type warranties and do not represent separate
perforff mance obligations to our customers. There were no material impairment losses related to contract assets during the
years ended Januaryrr 1, 2023, Januaryrr 2, 2022, or Januaryrr 3, 2021.
12. Share Based Compensation Plans
Share based compensation expense was $21.8 million, $16.0 million and $19.4 million forff
the years ended
Januaryrr 1, 2023, Januaryrr 2, 2022, and Januaryrr 3, 2021, respectively. As of Januaryrr 1, 2023, the total remaining
unrecognized compensation expense related to share based compensation amounted to $27.1 million, which will be
amortized over the weighted average remaining requisite service period of 1.7 years. Share based compensation expense
is recognized using a graded-method appr
the individual award, and is classififf ed within selling, general and administration expenses in the consolidated statements
of income and comprehensive income. All forff
as they occur. All share based awards are settled
feff iturt es are accounted forff
through issuance of new shares of our common stock. The share based award agreements contain restrictions on sale or
transfeff r other than in limited circumstances. All other transfeff rs would cause the share based awards to become null and
void.
oach, or to a lesser extent a straight-line appr
oach, depending on the terms of
a
a
Equitytt
IncII
entive Plan
On March 10, 2021, the Board of Directors adopted the Masonite International Corpor
Incentive Equity Plan (the "2021 Equity Plan"), which was appr
of Shareholders on May 13, 2021. The 2021 Equity Plan is effff eff ctive forff
aggregate number of common shares that can be issued with respect to equity awards under the 2021 Equity Plan cannot
exceed 880,000 shares; plus the number of shares reserved forff
related to outstanding grants; plus the number of shares subject to existing grants under the 2012 Plan that may expire or
be forff
the 2012 Plan that is in excess of the number of shares
ten years frff om the date of appr
feff ited or cancelled.
oval. The
a
a
r
oved by our shareholders at the Annual General Meeting
ation 2021 Omnibus
On July 12, 2012, the Board of Directors adopted the Masonite International Corpor
r
ation 2012 Equity Incentive
Plan, which was amended on June 21, 2013, by our Board of Directors, furff
Directors on Februar
a
Plan").
ryrr 23, 2015, and appr
oved by our shareholders on May 12, 2015 (as amended and restated, the "2012
ther amended and restated by our Board of
The 2021 Equity Plan and the 2012 Plan ("the Plans") were adopted because the Board of Directors believes
that long-term incentive awards granted under the Plans will help to attract, motivate and retain employees and non-
employee directors, align employee and stockholder interests and encourage a perforff mance-based culturt e built on
employee stock ownership. The Plans permit us to offff eff r eligible directors, employees and consultants cash and share-
based incentives, including stock options, stock appr
restricted stock units) and cash-based awards. The Plans are effff eff ctive forff
granted under the Plans are at the discretion of the Human Resources and Compensation Committee of the Board of
Directors. The Human Resources and Compensation Committee may grant any award under the Plans in the forff m of a
perforff mance award. The Plans may be amended, suspended or terminated by the Board at any time; provided, that any
amendment, suspension or termination which impairs the rights of a participant is subject to such participant's consent
and; provided furff
were 938,667 shares of common stock availabla e forff
eciation rights, restricted stock, other share-based awards (including
ten years frff om the date of its adoption. Awards
ther, that certain material amendments are subject to shareholder appr
futff urt e issuance under the 2021 Equity Plan.
oval. As of Januaryrr 1, 2023, there
a
a
Defe eff rred ComCC pem nsation Plan
We offff eff r to certain of our employees and directors a Defeff rred Compensation Plan ("DCP"). The DCP is an
d non-qualififf ed defeff rred compensation plan that permits those certain employees and directors to defeff r a portion
bonus and/or
unfunde
ff
of their compensation to a futff urt e time. Eligible employees may elect to defeff r a portion of their base salary,rr
restricted stock units and eligible directors may defeff r a portion of their director feff es or restricted stock units. All
contributions to the DCP on behalf of the participant are fulff
ly vested (other than restricted stock unit defeff rrals which
71
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
a
a
icabla e equity incentive plan) and placed into a grantor trusr
remain subject to the vesting terms of the appl
refeff rred to as a "rabbi
t." Although we are permitted to make matching contributions under the terms of the DCP, we
trusr
have not elected to do so. The DCP invests the contributions in diversififf ed securities frff om a selection of investments and
the participants choose their investments and may periodically reallocate the assets in their respective accounts.
Participants are entitled to receive the benefiff ts in their accounts upon separation of service or upon a specififf ed date, with
benefiff ts payabla e as a single lump sum or in annual installments. All plan investments are categorized as having Level 1
valuation inputs as establa ished by the FASB’s Fair Value Framework.
t, commonly
Assets of the rabbi
a
trusr
t, other than Company stock, are recorded at faff ir value and included in other assets in the
a
trusr
t are classififf ed as trading securities and changes in their faff ir
consolidated balance sheets. These assets in the rabbi
values are recorded in other (income) expense, net in the consolidated statements of income and comprehensive income.
The liabia lity relating to defeff rred compensation represents our obligation to distribute funds
futff urt e and is included in other liabia lities in the consolidated balance sheets. As of Januaryrr 1, 2023, the liabia lity and asset
relating to defeff rred compensation had a faff ir value of $7.2 million and $7.0 million, respectively. As of Januaryrr 2, 2022,
the liabia lity and asset relating to defeff rred compensation had a faff ir value of $8.9 million and $9.0 million, respectively.
Any gain or loss relating to changes in the faff ir value of the defeff rred compensation liabia lity is recognized in selling,
general and administration expense in the consolidated statements of income and comprehensive income.
to the participants in the
ff
As of Januaryrr 1, 2023, participation in the DCP is limited and no restricted stock awards have been defeff rred
into the DCP.
Stock ApprA
stt
eciation Right
i
We have granted Stock Appreciation Rights ("SARs") to certain employees, which entitle the recipient to the
appr
eciation in value of a number of common shares over the exercise price over a period of time, each as specififf ed in
a
a
the appl
common shares on the date of grant. The compensation expense forff
SARs at the date of grant and is recognized over the requisite service period. The SARs vest over a maximum of four
years, have a lifeff of ten years and settle in common shares. It is assumed that all time-based SARs will vest.
icabla e award agreement. The exercise price of any SAR granted may not be less than the faff ir market value of our
the SARs is measured based on the faff ir value of the
ff
The total faff ir value of SARs vested was $0.8 million, $0.8 million and $1.0 million, in the years ended
Januaryrr 1, 2023, Januaryrr 2, 2022, and Januaryrr 3, 2021, respectively.
TwTT elve MontMM hstt EndeEE
d Januar
JJ
yr 1, 2023
Stock
Appreciation
Rights
Aggregate
Intrinsic Value
(in thousands)
Weighted
Average
Exercise Price
Average
Remaining
Contractual
(Years)
Lifeff
Outstanding, beginning of period
158,725
$
7,324
$
Granted
Exercised
Forfeff ited
Outstanding, end of period
Exercisabla e, end of period
33,803
(4,580)
(3,743)
184,205
124,842
$
$
169
2,153
2,118
$
$
71.81
88.43
56.51
96.15
74.75
66.14
7.5
7.0
6.3
72
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
TwTT elve MontMM hstt EndeEE
d Januar
JJ
yr 2, 2022
Stock
Appreciation
Rights
Aggregate
Intrinsic Value
(in thousands)
Weighted
Average
Exercise Price
Average
Remaining
Contractual
(Years)
Lifeff
Outstanding, beginning of period
207,094
$
7,409
$
Granted
Exercised
Forfeff ited
Outstanding, end of period
Exercisabla e, end of period
28,707
(69,223)
(7,853)
158,725
81,474
$
$
4,305
7,324
4,451
$
$
62.56
107.68
57.79
82.76
71.81
63.32
7.5
7.5
6.9
TwTT elve MontMM hstt EndeEE
d Januar
JJ
yr 3, 2021
Stock
Appreciation
Rights
Aggregate
Intrinsic Value
(in thousands)
Weighted
Average
Exercise Price
Average
Remaining
Contractual
(Years)
Lifeff
Outstanding, beginning of period
404,447
$
7,615
$
Granted
Exercised
Forfeff ited
Outstanding, end of period
Exercisabla e, end of period
32,435
(209,793)
(19,995)
207,094
94,883
$
$
7,033
7,409
3,736
$
$
53.62
83.39
48.59
62.10
62.56
58.97
4.7
7.5
6.4
The value of SARs granted in the year ended Januaryrr 1, 2023, as determined using the Black-Scholes-Merton
valuation model, was $0.9 million and is expected to be recognized over the average requisite service period of 2.0 years.
Expected volatility is based upon the historical volatility of our common shares amongst other considerations. The
expected term is calculated based on historical employee behavior and the contractuat
considerations. The weighted average grant date assumptions used forff
indicated:
l term of the options amongst other
the periods
the SARs granted were as folff
lows forff
SAR value (model conclusion)
$
26.52
$
28.08
$
20.56
2022 Grants
2021 Grants
2020 Grants
Risk-frff ee rate
Expected dividend yield
Expected volatility
Expected term (years)
2.0 %
0.0 %
26.5 %
6.0
0.8 %
0.0 %
25.2 %
6.0
1.2 %
0.0 %
22.6 %
6.0
73
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Restrt icted Stock UniUU tstt
We have granted Restricted Stock Units ("RSUs") to directors and certain employees under the 2021 Equity
Plan and the 2012 Plan. The RSUs confeff r the right to receive shares of our common stock at a specififf ed futff urt e date or
when certain conditions are met. The compensation expense forff
at the date of grant, which is equal to the stock price on the date of grant, and is recognized over the requisite service
period. The RSUs vest over a maximum of three years and call forff
days folff
delivered once the blackout restriction has been liftff ed. It is assumed that all time-based RSUs will vest.
lowing the vesting date unless the participant is subject to a blackout period. In such case, the shares are to be
the underlying shares to be delivered no later than 30
the RSUs awarded is based on the faff ir value of the RSUs
January 1, 2023
Year Ended
January 2, 2022
January 3, 2021
Total
Restricted
Stock Units
Outstanding
Weighted
Average
Grant Date
Fair Value
Total
Restricted
Stock Units
Outstanding
Weighted
Average
Grant Date
Fair Value
Total
Restricted
Stock Units
Outstanding
Weighted
Average
Grant Date
Fair Value
Outstanding, beginning of
period
Granted
Delivered
Withheld to cover (1)
Forfeff ited
291,925
$
216,774
(138,682)
(23,319)
(32,945)
Outstanding, end of period
313,753
$
88.66
88.22
78.51
95.83
92.85
319,675
$
142,540
(116,663)
(24,471)
(29,156)
291,925
$
68.33
111.02
66.40
82.85
88.66
318,520
$
154,332
(115,340)
(16,234)
(21,603)
319,675
$
58.89
79.66
60.30
58.15
68.33
____________
(1) A portion of the vested RSUs delivered were net share settled to cover statutt oryr
requirements forff
income and other employment
taxes. We remit the equivalent cash to the appr
repurchases by us as we reduced and retired the number of shares that would have otherwise been issued as a result of the vesting.
opriate taxing authorities. These net share settlements had the effff eff ct of share
a
RSUs granted during the year ended Januaryrr 1, 2023, vest at specififf ed futff urt e dates with only service
requirements. The value of RSUs granted in the year ended Januaryrr 1, 2023, was $19.1 million and is being recognized
over the weighted average requisite service period of 1.9 years. During the year ended Januaryrr 1, 2023, 162,001 RSUs
vested at a faff ir value of $12.7 million.
Perfr orff mance-based Restrtt icted Stock UniUU tstt
We have granted certain Perforff mance-based Restricted Stock Units ("PRSUs") under the 2021 Equity Plan and
the 2012 Plan. These PRSUs are settled with payouts ranging frff om zero to 200% of the target award value depending on
perforff mance goal achievement. The compensation expense forff
PRSUs at the date of grant, which is equal to the stock price on the date of grant, and is recognized over the requisite
service period. The PRSUs vest over a maximum of three years and call forff
than 30 days folff
to be delivered once the blackout restriction has been liftff ed.
the underlying shares to be delivered no later
lowing the vesting date unless the participant is subject to a blackout period. In such case, the shares are
the PRSUs awarded is based on the faff ir value of the
74
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
January 1, 2023
Year Ended
January 2, 2022
January 3, 2021
Total
Perforff mance
Restricted
Stock Units
Outstanding
Weighted
Average
Grant Date
Fair Value
Total
Perforff mance
Restricted
Stock Units
Outstanding
Weighted
Average
Grant Date
Fair Value
Total
Perforff mance
Restricted
Stock Units
Outstanding
Weighted
Average
Grant Date
Fair Value
Outstanding, beginning of
period
Granted
Perforff mance adjustment (1)
Delivered
Withheld to cover (2)
Forfeff ited
150,181
$
211,251
25,234
(52,265)
(11,809)
(11,914)
Outstanding, end of period
310,678
$
84.47
88.37
57.19
57.19
94.50
90.15
168,382
$
59,728
14,474
(60,252)
(9,518)
(22,633)
150,181
$
67.80
109.25
63.05
63.05
78.20
84.47
204,687
$
64,611
(59,936)
—
—
(40,980)
168,382
$
60.66
79.83
67.50
—
51.51
67.80
____________
(1) PRSUs are presented as outstanding, granted and forff
feff ited in the taba le above
100%. These awards are settled with payouts ranging frff om zero to 200% of the target award value depending on perforff mance goal
achievement. The perforff mance adjustment represents the diffff eff rence in shares ultimately awarded due to perforff mance attainment
a
above
assuming targets are met and the awards pay out at
or below target.
a
(2) A portion of the vested PRSUs delivered were net share settled to cover statutt oryr
requirements forff
income and other employment
taxes. We remit the equivalent cash to the appr
repurchases by us as we reduced and retired the number of shares that would have otherwise been issued as a result of the vesting.
opriate taxing authorities. These net share settlements had the effff eff ct of share
a
PRSUs granted during the year ended Januaryrr 1, 2023, vest at specififf ed futff urt e dates based on both perforff mance
and service requirements. The value of PRSUs granted in the year ended Januaryrr 1, 2023, was $18.7 million and is being
recognized over the weighted average requisite service period of 3.0 years. During the year ended Januaryrr 1, 2023,
64,074 PRSUs vested at a faff ir value of $3.7 million.
13. Restructuring Costs
Over the past several years, we have engaged in a series of restrucrr
es and non-core businesses, consolidating certain internal support func
turt
ff
turt e and improve productivity. These initiatives primarily consist of severance actions
a
geographi
designed to reduce our cost strucr
and plant closure costs. Management continues to evaluate our business; thereforff e, in futff urt e years, there may be
additional provisions forff
or actions are completed. Asset impairment charges were also incurred in connection with these restrucr
certain assets sold, abaa ndoned or made obsolete as a result of these programs.
new plan initiatives, as well as changes in previously recorded estimates, as payments are made
ing actions forff
ing programs related to exiting certain
tions and engaging in other actions
turt
In December 2022, we began implementing a plan to improve overall business perforff mance that includes the
ing capaa
city and reduction of our overhead and selling, general and administration
optimization of our manufaff cturt
workforff ce primarily in our North American Residential reportabla e segment as well as actions in the Architecturt al
reportabla e segment and in our head offff iff ces (collectively, the "2022 Plan"). The optimization of our manufaff cturt
ing
capaa
city involves specififf c plants in the North American Residential segment and costs associated with the closure of
these plants and related headcount reductions. Costs associated with the 2022 Plan include severance and closure charges
and will continue through 2023. As of Januaryrr 1, 2023, we expect to incur appr
additional charges related to the 2022 Plan.
oximately $13 million to $18 million of
a
In May 2021, we initiated furff
ther actions to improve overall business perforff mance including the reorganization
of our specialty door manufaff cturt
manufaff cturt
ing capaa
reorganization of these faff cilities, which resulted in the closure of one existing stile and rail faff cility and related headcount
reductions beginning in the second quarter of 2021 (collectively, the "2021 Plan"). Costs associated with the 2021 Plan
city involves specififf c faff cilities in the Architecturt al segment and costs associated with the
city in our Architecturt al reportabla e segment. The reorganization of our
ing capaa
75
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
include severance and closure charges and continued through 2021.
ing capaa
In November 2020, we began implementing a plan to improve overall business perforff mance that includes the
city and a reduction of our overhead and selling, general and administration
reorganization of our manufaff cturt
workforff ce primarily in our Architecturt al reportabla e segment as well as limited actions in the North American Residential
reportabla e segment. The reorganization of our manufaff cturt
segment and costs associated with the closure of these faff cilities and related headcount reductions began taking place in
the four
ff
closure charges and continued through 2021.
th quarter of 2020 (collectively, the "2020 Plan"). Costs associated with the 2020 Plan include severance and
city involves specififf c faff cilities in the Architecturt al
ing capaa
ing capaa
In Februar
ryrr 2019, we began implementing a plan to improve overall business perforff mance that includes the
city and a reduction of our overhead and selling, general and administration
city involves specififf c plants in the North American Residential and Architecturt al segments and costs associated with
reorganization of our manufaff cturt
workforff ce across all of our reportabla e segments and in our head offff iff ces. The reorganization of our manufaff cturt
capaa
the closure of these plants and related headcount reductions began taking place in the fiff rst quarter of 2019 (collectively,
the "2019 Plan"). Costs associated with the 2019 Plan include severance, retention and closure charges and continued
through 2021. Additionally, the plan to divest non-core assets was determined to be a triggering event requiring a test of
the carryirr ng value of the defiff nite-lived assets relating to the divestiturt es, as furff
quarter of 2019, we initiated additional restrucrr
overhead and selling, general and administration workforff ce.
ing actions related to both manufaff cturt
ther described in Note 14. In the four
city and reduction of our
ing capaa
ing
turt
th
ff
ff
During the four
th quarter of 2018, we began implementing a plan to reorganize and consolidate certain aspects
ff
of our United Kingdom head offff iff ce func
effff eff ctive and consistent business processes in the Europe segment. In addition, in the North American Residential
segment we announced a new faff cility that will optimize and expand capaa
city through increased automation, which
resulted in the closure of one existing faff cility and related headcount reductions beginning in the second quarter of 2019
(collectively, the "2018 Plan"). Costs associated with the 2018 Plan included severance, retention and closure charges
and continued throughout 2019.
io by divesting non-core assets to enabla e more
tion and optimize our portfolff
As of Januaryrr 1, 2023, we do not expect to incur any material futff urt e charges related to the 2021 Plan, 2020
Plan, 2019 Plan or 2018 Plan.
The folff
lowing tabla e summarizes the restrucr
turt
ing charges recorded forff
the periods indicated:
Year Ended January 1, 2023
North
American
Residential
Europe
Architectural
Corporate &
Other
Total
$
2,131
$
— $
— $
— $
2,131
(I(( nII
tt
thous
ands)s
2022 Plan
2021 Plan
2020 Plan
2019 Plan
Total Restrucrr
turt
ing Costs $
—
—
(395)
1,736
$
—
—
—
— $
17
62
—
79
$
—
16
73
89
$
17
78
(322)
1,904
76
(I(( nII
tt
thous
ands)s
2021 Plan
2020 Plan
2019 Plan
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Year Ended January 2, 2022
North
American
Residential
Europe
Architectural
Corporate &
Other
Total
$
— $
— $
1,666
$
— $
23
(172)
—
—
3,499
—
Total Restrucrr
turt
ing Costs $
(149) $
— $
5,165
$
Year Ended January 3, 2021
ands)s
(I(( nII
tt
thous
2020 Plan
2019 Plan
2018 Plan
North
American
Residential
$
29
$
Europe
Architectural
1,733
— $
$
3,863
435
(37)
—
1,165
—
23
528
551
$
— $
1,048
—
Total Restrucrr
turt
ing Costs $
4,327
$
(37) $
2,898
$
1,048
$
Corporate &
Other
Total
Total Restrucrr
turt
ing Costs $
10,938
$
The changes in the accruarr
l forff
(I(( nII
tt
thous
ands)s
January 2,
2022
(I(( nII
tt
thous
ands)s
2022 Plan
2021 Plan
2020 Plan
2019 Plan
2022 Plan
2021 Plan
2020 Plan
2019 Plan
Total
(I(( nII
tt
thous
ands)s
2021 Plan
2020 Plan
2019 Plan
Total
$
$
$
$
Cumulative Amount Incurred Through
January 1, 2023
North
American
Residential
Europe
Architectural
Corporate &
Other
Total
$
2,131
$
— $
— $
— $
—
52
8,755
—
—
359
359
1,683
5,294
1,671
$
8,648
$
—
39
2,668
2,707
$
restrucr
turt
ing by activity were as folff
lows forff
the periods indicated:
Severance
Closure Costs
Cash Payments
January 1,
2023
$
143
(26)
(35)
31
$
1,988
43
113
(353)
(2,131) $
(42)
(100)
320
$
113
$
1,791
$
(1,953) $
— $
25
22
2
49
January 3,
2021
Severance
Closure Costs
Cash Payments
January 2,
2022
— $
1,492
291
1,783
$
513
264
175
952
$
$
1,153
$
(1,641) $
3,281
181
(5,015)
(645)
4,615
$
(7,301) $
77
1,666
3,545
356
5,567
1,762
6,039
435
8,236
2,131
1,683
5,385
13,453
22,652
—
—
—
—
—
25
22
2
49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(I(( nII
tt
thous
ands)s
December 29,
2019
Severance
Closure Costs
Cash Payments
January 3,
2021
2020 Plan
2019 Plan
2018 Plan
Total
$
$
— $
1,506
$
256
$
(270) $
1,535
—
1,752
163
4,287
272
(7,283)
(435)
1,535
$
3,421
$
4,815
$
(7,988) $
1,492
291
—
1,783
14. Asset Impairment
r
During the year ended Januaryrr 2, 2022, we recognized asset impairment charges of $69.9 million, of which
ing
enteeism, material availabia lity and production challenges and $10.4 million
ate & Other categoryrr as a result of announced
$59.5 million related to a goodwill impairment charge in the Architecturt al reporting unit as a result of manufaff cturt
constraints due to COVID-19 related absa
related to assets in the Architecturt al segment and an asset in the Corpor
plant closures under the 2021 and 2020 Plans. The quantitative impairment test was conducted using multiple valuation
oach, which utilizes Level 3 faff ir value inputs, and
techniques, including a discounted cash flff ow analysis and market appr
resulted in a goodwill impairment charge of $59.5 million. The charge represents the amount by which the carryirr ng value
of the Architecturt al reporting unit exceeded its faff ir value and reduced the goodwill balance in the Architecturt al reporting
unit frff om $59.5 million to zero. The $10.4 million asset impairment charge was determined based upon the excess of the
carryirr ng values of property, plant and equipment over the respective faff ir values of such assets, determined using a
each asset group. Each of these valuations was perforff med on a non-recurring basis
discounted cash flff ows appr
and is categorized as having Level 3 valuation inputs as establa ished by the FASB's Fair Value Framework. The Level 3
unobservabla e inputs include an estimate of futff urt e cash flff ows and the salvage value forff
each of the assets. The faff ir value
of the assets was determined to be $6.3 million, compared to a book value of $16.7 million, with the diffff eff rence
representing the asset impairment charges recorded in the consolidated statements of income and comprehensive income.
oach forff
a
a
During the year ended Januaryrr 3, 2021, we recognized asset impairment charges of $51.5 million related to the
Architecturt al reporting unit, as a result of continued decreased demand in the Architecturt al door market due to the
impact of COVID-19 in the year, along with the uncertainty of the duration and intensity of the pandemic on the
Architecturt al door market forff
futff urt e periods were indicators that goodwill impairment was present in the Architecturt al
unit. The quantitative impairment test was conducted using multiple valuation techniques, including a discounted cash
flff ow analysis and market appr
charge of $51.5 million. The charge represents the amount by which the carryirr ng value of the Architecturt al reporting unit
exceeded its faff ir value. The faff ir value of the reporting unit was determined to be $59.5 million, compared to a book value
of $111.0 million, with the diffff eff rence representing the asset impairment charge recorded in the consolidated statements
of income and comprehensive income.
oach, which utilizes Level 3 faff ir value inputs, and resulted in a goodwill impairment
a
15. Income Taxes
For fiff nancial reporting purpos
r
es, income beforff e income taxes includes the folff
lowing components:
(I(( nII
tt
thous
ands)s
Income beforff e income tax expense:
Canada
Foreign
Total income beforff e income tax expense
January 1, 2023
January 2, 2022
January 3, 2021
Year Ended
$
$
78,768
211,429
290,197
$
$
44,935
99,031
143,966
$
$
54,355
47,945
102,300
78
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Income tax expense forff
income taxes consists of the folff
lowing:
January 1, 2023
January 2, 2022
January 3, 2021
Year Ended
(I(( nII
tt
thous
ands)s
Current income tax expense:
Canada
Foreign
Total current income tax expense:
Defeff rred income tax expense (benefiff t):
Canada
Foreign
Total defeff rred income tax expense (benefiff t):
$
15,266
$
9,392
$
50,463
65,729
7,931
(1,907)
6,024
30,499
39,891
3,626
1,255
4,881
Income tax expense
$
71,753
$
44,772
$
The Canadian statutt oryrr
rate (inclusive of provincial rates) is 26.1%, 26.5% and 26.5% forff
the years ended
Januaryrr 1, 2023, Januaryrr 2, 2022, and Januaryrr 3, 2021, respectively. A summaryrr of the diffff eff rences between expected
income tax expense calculated at the Canadian statutt oryrr
is as folff
rate and the reported consolidated income tax expense (benefiff t)
lows:
January 1, 2023
January 2, 2022
January 3, 2021
Year Ended
income
$
75,829
$
tt
thous
ands)s
(I(( nII
Income tax expense computed at statutt oryrr
tax rate
Foreign rate diffff eff rential
Permanent diffff eff rences
Disposal of subsidiaries
Income attributabla e to a permanent establa ishment
Change in valuation allowance
Income tax credits
Change in tax rate
Goodwill impairment
Limitation on executive compensation
Withholding and other taxes
Nondeductible interest
Other
Income tax expense
(10,045)
(2,012)
287
(6,517)
5,202
2,673
1,120
—
2,273
2,100
1,970
38,137
$
(12,370)
3,843
1,651
2,608
1,569
(5,591)
2,706
11,296
1,904
1,761
—
$
(1,127)
71,753
$
(2,742)
44,772
$
79
8,283
30,413
38,696
(235)
(9,850)
(10,085)
28,611
27,130
(4,900)
(1,286)
493
2,253
(9,271)
(1,831)
883
7,965
2,209
2,435
1,714
817
28,611
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
The tax effff eff cts of temporaryrr diffff eff rences that give rise to signififf cant portions of the defeff rred tax assets and
liabia lities are presented below:
(I(( nII
tt
thous
ands)s
Defeff rred tax assets:
Non-capia tal loss carryfrr orff wards
Capia tal loss carryfrr orff wards
Defeff rred interest expense
Accruar
ls and reserves currently not deductible forff
tax purpos
r
es
Share based compensation
Income tax credits
Lease right-of-ff use assets
Capia talized research and development
Other
Total defeff rred tax assets
Valuation allowance
Total defeff rred tax assets, net of valuation allowance
Defeff rred tax liabia lities:
Plant and equipment
Intangibles
Basis diffff eff rence in subsidiaries
Unrealized forff eign exchange loss (gain)
Lease liabia lities
Other
Total defeff rred tax liabia lities
Net defeff rred tax liabia lity
Year Ended
January 1, 2023
January 2, 2022
$
12,525
$
7,753
9,052
20,268
4,887
872
53,985
5,732
2,031
117,105
(14,102)
103,003
(86,337)
(21,043)
(7,469)
1,850
(48,889)
(4,572)
$
(166,460)
(63,457) $
11,142
6,740
12,518
18,208
4,456
5,466
57,735
—
1,319
117,584
(10,286)
107,298
(77,807)
(23,147)
(7,488)
(287)
(52,955)
(2,786)
(164,470)
(57,172)
Management assesses the availabla e positive and negative evidence to estimate if suffff iff cient futff urt e taxabla e
income will be generated to use the existing defeff rred tax assets.
As of Januaryrr 1, 2023, and Januaryrr 2, 2022, a valuation allowance of $14.1 million and $10.3 million,
respectively, has been establa ished to reduce the defeff rred tax assets to an amount that is more likely than not to be
realized. We have establa ished valuation allowances on certain defeff rred tax assets resulting frff om loss carryfrr orff wards and
other assets in Canada, Costa Rica and the United Kingdom.
The folff
lowing is a rollforff ward of the valuation allowance forff
defeff rred tax assets:
(I(( nII
tt
thous
ands)s
January 1, 2023
January 2, 2022
January 3, 2021
Balance at beginning of period
Additions charged to expense and other
Deductions
Balance at end of period
$
$
10,286
$
10,252
(6,436)
14,102
$
5,970
$
4,473
(157)
10,286
$
15,569
851
(10,450)
5,970
Year Ended
80
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
The losses carried forff ward forff
y these losses against futff urt e taxabla e income based on the period of expiration as folff
tax purpos
es are availabla e to reduce futff urt e taxabla e income by $47.2 million. We
lows:
r
a
can appl
(I(( nII
tt
thous
ands)s
2023-2028
2029-2043
Indefiff nitely
Total tax losses carried forff ward
Canada
Other Foreign
Total
$
$
— $
3,237
$
39,482
—
—
4,502
39,482
$
7,739
$
3,237
39,482
4,502
47,221
We have outside basis diffff eff rences, including undistributed earnings in our forff eign subsidiaries. For those
subsidiaries in which we are considered to be indefiff nitely reinvested, no provision forff Canadian income or local countryrr
withholding taxes has been recorded. Upon reversal of the outside basis diffff eff rence and/or repatriation of those earnings,
in the forff m of dividends or otherwise, we may be subject to both Canadian income taxes and withholding taxes payabla e
to the various forff eign countries. For those subsidiaries where the earnings are not considered indefiff nitely reinvested,
taxes have been accruerr d. The determination of the unrecorded defeff rred tax liabia lity forff
investments in forff eign subsidiaries that are considered to be indefiff nitely reinvested is not considered practicabla e.
temporaryrr diffff eff rences related to
As of Januaryrr 1, 2023, and Januaryrr 2, 2022, our unrecognized tax benefiff ts were $7.7 million and $7.6 million,
respectively, excluding interest and penalties. The unrecognized tax benefiff ts would faff vorabla y impact the effff eff ctive tax
rate if the tax benefiff ts were recognized. The unrecognized tax benefiff ts are recorded in other long-term liabia lities and as a
reduction to related long-term defeff rred income taxes in the consolidated balance sheets. The changes to our unrecognized
tax benefiff ts were as folff
lows:
Year Ended
(I(( nII
tt
thous
ands)s
January 1, 2023
January 2, 2022
January 3, 2021
Unrecognized tax benefiff t at beginning of period
$
7,592
$
8,108
$
Gross increases in tax positions in current period
Gross decreases in tax positions in prior period
Gross increases in tax positions in prior period
Lapsa
e of statutt e of limitations
151
(173)
110
—
103
(108)
—
(511)
Unrecognized tax benefiff t at end of period
$
7,680
$
7,592
$
8,156
62
(110)
1
(1)
8,108
We recognize interest and penalties accruerr d related to unrecognized tax benefiff ts as income tax expense. During
the years ended Januaryrr 1, 2023, Januaryrr 2, 2022, and Januaryrr 3, 2021, we recorded accruer d interest of $0.6
million, $0.4 million and $0.6 million, respectively. Additionally, we have recognized a liabia lity forff
penalties of $0.3 million, $0.3 million and $0.3 million, and accumulated interest of $3.1 million, $2.8 million and $3.1
million, respectively. The interest and penalties accruer d related to unrecognized tax benefiff ts would also faff vorabla y impact
the effff eff ctive tax rate if those benefiff ts were recognized.
accumulated
We estimate that the amount of unrecognized tax benefiff ts will not signififf cantly increase or decrease within the
12 months folff
lowing the reporting date.
We are subject to taxation in Canada, the United States and other forff eign jurisdictions. As of Januaryrr 1, 2023,
we are no longer subject to Canadian income tax examination forff
subject to U.S. feff deral tax examinations forff
operating losses and tax credits have been carried forff ward frff om years prior to 2019, those attributes can still be audited
when utilized on returt ns subject to audit. In state and local jurisdictions, we are no longer subject to income tax
examination forff
years prior to 2019. To the extent that income tax attributes such as net
years prior to 2018. Additionally, we are no longer
years prior to 2016.
On August 16, 2022, President Biden signed the Inflff ation Reduction Act of 2022 ("IRARR ") into law. The IRARR
includes several changes to existing tax law, including a minimum tax on adjusted fiff nancial statement income of
r
a
appl
ate stock buybacks. The tax provisions included in the IRARR
ations and an excise tax on certain corpor
icabla e corpor
rr
81
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
are generally effff eff ctive beginning Januaryrr 1, 2023, and no signififf cant impact to the consolidated fiff nancial statements is
anticipated. Management continues to review the IRARR tax provisions to assess impacts to our futff urt e consolidated
fiff nancial statements.
16. Earnings Per Share
Basic earnings per share ("EPS") is calculated by dividing earnings attributabla e to Masonite by the weighted
average number of our common shares outstanding during the period. Diluted EPS is calculated by dividing earnings
attributabla e to Masonite by the weighted average number of common shares plus the incremental number of shares
issuabla e frff om non-vested and vested RSUs and SARs outstanding during the period.
(I(( nII
tt
thous
ands, exee cepte
share and per share inforff mation)
January 1,
2023
Year Ended
January 2,
2022
January 3,
2021
Net income attributabla e to Masonite
$
214,233
$
94,501
$
69,037
Shares used in computing basic earnings per share
22,532,722
24,176,846
24,569,727
Effff eff ct of dilutive securities:
Incremental shares issuabla e under share compensation plans
239,743
385,687
373,451
Shares used in computing diluted earnings per share
22,772,465
24,562,533
24,943,178
Basic earnings per common share attributabla e to Masonite
$
Diluted earnings per common share attributabla e to Masonite $
9.51
9.41
$
$
3.91
3.85
$
$
2.81
2.77
Anti-dilutive instrumr
common share
ents excluded frff om diluted earnings per
223,968
28,707
215,563
The weighted average number of shares outstanding utilized forff
the diluted EPS calculation contemplates the
exercise of all currently outstanding SARs and the conversion of all RSUs. The dilutive effff eff ct of such equity awards is
calculated based on the weighted average share price forff
each fiff scal period using the treasuryrr stock method.
The Company's Board of Directors has appr
a
oved fiff ve share repurchase authorizations, the most recent being an
a
oved on Februarr
ryrr 21, 2022. In addition, the Company
incremental $200.0 million share repurchase program appr
announced that its Board of Directors authorized it to enter into an accelerated share repurchase ("ASR") transaction as
part of the new share repurchase program. The Company entered into an ASR transaction during the fiff rst quarter of 2022
with a third-party fiff nancial institutt
inception, pursuant to the agreement, the Company paid $100.0 million to the fiff nancial institutt
and received an initial deliveryrr of 848,087 common shares on the same day. The fiff nal deliveryrr of 319,678 common
shares occurred in the second quarter. The $100.0 million ASR transaction was thereforff e completed in the second quarter
with a total deliveryrr of 1,167,765 common shares at a volume-weighted average price ("VWAP") per share minus an
agreed upon discount totaling 85.63 per share. The cash paid was reflff ected as a reduction of equity at the initial deliveryrr
of shares and the number of shares outstanding were reduced at the dates of physical delivery.rr
the repurchase of $100.0 million of its outstanding common shares. At
ion using cash on hand
ion forff
82
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
17. Segment Inforff mation
Our management reviews net sales and Adjusted EBITDA (as defiff ned below) to evaluate segment perforff mance
and allocate resources. Net assets are not allocated to the reportabla e segments. Adjusted EBITDA is a non-GAAP
fiff nancial measure which does not have a standardized meaning under GAAP and is unlikely to be comparabla e to similar
measures used by other companies. Adjusted EBITDA should not be considered as an alternative to either net income or
operating cash flff ows determined in accordance with GAAP. Adjusted EBITDA is defiff ned as net income (loss)
attributabla e to Masonite adjusted to exclude the folff
lowing items:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
depreciation;
amortization;
share based compensation expense;
loss (gain) on disposal of property, plant and equipment;
registration and listing feff es;
restrucr
ing costs (benefiff t);
turt
asset impairment;
lloss ((ggaii )n) on didisposall of s bubsiididiariies;
iinterest expense ((iincome)), net;
lloss on extiingui
nguishhment of ddebbt;
othher expense ((iincome)), net;
iincome tax expense ((bbenefiiff t));
othher iitems;
lloss ((iincome)) frff om didiscontiinuedd operatiions, net of tax; a dnd
net iincome ((lloss)) attriibbutablbla e to non-contr lolllii gng iinterest.
Thhe ddefiiff
initiion of Adjdjustedd EBITDA didiffff eff rs frff om thhe ddefiiff
initiions of EBITDA contaiinedd iin thhe ii dndenturt e
ggover ini gng thhe 2030 Notes a dnd thhe 2028 Notes a dnd thhe credidit aggreements ggover ini gng thhe Term Loan Faciilliityy a dnd thhe ABL
Faciilliityy. Allthough
onditiion or perforff mance ddetermiinedd iin accorddance
wiithh GAAP, iit iis usedd to evalluate a dnd compare thhe operatii gng perforff mance of thhe seggments a dnd iit iis one of thhe priimaryyrr
measures usedd to ddetermiine em lpl yoyee iincentiive compensatiion. Interseggment salles are recorddedd usii gng markket priices.
hough Adjdjustedd EBITDA iis not a measure of fiiff nanciiall c di
Certain inforff mation with respect to reportabla e segments is as folff
lows forff
the periods indicated:
(I(( nII
tt
thous
ands)s
Sales
Intersegment sales
Net sales to external customers
Adjusted EBITDA
Depreciation and amortization
Interest expense, net
Income tax expense
$
$
$
North
American
Residential
2,286,098
(2,456)
2,283,642
461,750
42,958
—
—
$
$
$
Year Ended January 1, 2023
Europe
Architectural
Corporate &
Other
323,175
(16,192)
306,983
$
$
20,293
—
20,293
$
$
Total
2,912,555
(20,868)
2,891,687
(3,748) $
(40,978) $
445,798
12,374
—
—
11,902
41,331
71,753
88,295
41,331
71,753
$
$
$
282,989
(2,220)
280,769
28,774
21,061
—
—
83
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(I(( nII
tt
thous
ands)s
Sales
Intersegment sales
Net sales to external customers
Adjusted EBITDA
Depreciation and amortization
Interest expense, net
Income tax expense
(I(( nII
tt
thous
ands)s
Sales
Intersegment sales
Net sales to external customers
Adjusted EBITDA
Depreciation and amortization
Interest expense, net
Income tax benefiff t
$
$
$
North
American
Residential
1,955,424
(2,526)
1,952,898
374,452
39,504
—
—
$
$
$
North
American
Residential
1,640,323
(2,204)
1,638,119
347,822
37,705
—
—
$
$
$
$
$
$
Year Ended January 2, 2022
Europe
Architectural
Corporate &
Other
$
$
$
342,172
(7,640)
334,532
60,624
23,825
—
—
303,078
(13,602)
289,476
$
$
20,014
—
20,014
$
$
Total
2,620,688
(23,768)
2,596,920
(2,704) $
(19,766) $
412,606
14,620
—
—
14,033
46,123
44,772
91,982
46,123
44,772
Year Ended January 3, 2021
Europe
Architectural
Corporate &
Other
19,947
—
19,947
$
$
Total
2,279,153
(22,078)
2,257,075
(58,785) $
363,712
12,601
46,807
28,611
91,773
46,807
28,611
$
$
$
260,834
(2,721)
258,113
40,474
23,732
—
—
$
$
$
358,049
(17,153)
340,896
34,201
17,735
—
—
84
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
A reconciliation of our consolidated net income attributabla e to Masonite to Adjusted EBITDA is set forff
th as
folff
lows forff
the periods indicated:
tt
thous
ands)s
(I(( nII
Net income attributabla e to Masonite
Plus:
Depreciation
Amortization
Share based compensation expense
(Gain) loss on disposal of property, plant and
equipment
Restrucrr
turt
ing costs
Asset impairment
Loss on disposal of subsidiaries
Interest expense, net
Loss on extinguishment of debt
Other (income) expense, net
Income tax expense
Other items (1)
Net income attributabla e to non-controlling interest
Year Ended
January 1, 2023
January 2, 2022
January 3, 2021
$
214,233
$
94,501
$
69,037
71,168
17,127
21,771
(378)
1,904
—
850
41,331
—
(5,001)
71,753
6,829
4,211
70,641
21,341
15,959
1,316
5,567
69,900
8,590
46,123
13,583
15,620
44,772
—
4,693
68,350
23,423
19,423
6,234
8,236
51,515
2,091
46,807
—
(5,217)
28,611
40,550
4,652
Adjusted EBITDA
$
445,798
$
412,606
$
363,712
____________
(1) Other items include $6,829 in acquisition and due diligence related costs in the year ended Januaryrr 1, 2023, and $40,550 in legal reserves related to
the settlement of U.S. class action litigation in the year ended Januaryrr 3, 2021, and were recorded in selling, general and administration expenses
within the consolidated statements of income and comprehensive income.
85
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
We derive revenues frff om two maja or product lines: interior and exterior products. Additionally, we sell door
the product
components to external customers which are not otherwise consumed in our vertical operations. Sales forff
lines are summarized as folff
the periods indicated:
lows forff
(I(( nII
tt
thous
ands)s
Net sales to external customers:
Interior products
Exterior products
Components
Total
January 1, 2023
January 2, 2022
January 3, 2021
Year Ended
$
$
1,871,103
$
1,654,379
$
1,479,196
892,945
127,639
813,605
128,936
647,241
130,638
2,891,687
$
2,596,920
$
2,257,075
Net sales inforff mation with respect to geographi
a
c areas exceeding 10% of consolidated net sales is as folff
lows forff
the periods indicated:
(I(( nII
tt
thous
ands)s
January 1, 2023
January 2, 2022
January 3, 2021
Net sales to external customers frff om faff cilities in:
Year Ended
United States
Canada
United Kingdom
Other
Total
$
$
2,153,689
$
1,776,180
$
1,595,398
395,938
259,944
82,116
364,179
300,008
156,553
319,937
218,382
123,358
2,891,687
$
2,596,920
$
2,257,075
In the years ended Januaryrr 1, 2023, Januaryrr 2, 2022, and Januaryrr 3, 2021, net sales to The Home Depot, Inc.,
were $630.7 million, $491.5 million and $411.1 million, respectively, which are included in the North American
Residential segment. No other individual customer's net sales exceeded 10% of consolidated net sales forff
periods presented.
any of the
Geographi
plant and equipment is as folff
a
lows as of the dates indicated:
c inforff mation regarding property, plant and equipment which exceed 10% of consolidated property,
(I(( nII
tt
thous
ands)s
United States
Other (1)
Total
January 1, 2023
January 2, 2022
$
$
443,105
209,224
652,329
$
$
413,289
213,508
626,797
____________
(1) Except forff
net.
the United States, property, plant and equipment in any single countryrr was less than 10% of consolidated property, plant and equipment,
18. Employee Future Benefiff ts
UniUU ted States Defe iff ned Benefe iff t Pension Planl
We had a defiff ned benefiff t pension plan covering certain active and forff mer employees in the United States ("U.S.
a
oved a resolution to terminate the U.S. Pension Plan and we initiated the process to terminate and
Pension Plan"). Benefiff ts under the plan were frff ozen at various times in the past. On December 9, 2020, the Board of
Directors appr
annuitize the plan, which continued into 2021. During the four
ff
mitigation actions related to the U.S. Pension Plan and terminated the plan. In connection with the plan termination, we
settled all futff urt e obligations under the U.S. Pension Plan through a combination of lump-sum payments to eligible
participants who elected to receive them, and the transfeff r of any remaining benefiff t obligations to a third-party insurance
th quarter of 2021, we completed balance sheet risk
86
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
company under a group annuity contract, which resulted in the settlement of liabia lities to affff eff cted participants. As a
result of these actions, we recognized a pre-tax pension settlement charge of $23.3 million in the four
primarily comprised of the recognition of past actuat
net in the consolidated statements of income and comprehensive income. Inforff mation about
folff
rial losses. This charge is recorded within other (income) expense,
the U.S. Pension Plan is as
the periods indicated:
th quarter of 2021,
lows forff
a
ff
(I(( nII
tt
thous
ands)s
January 1, 2023
January 2, 2022
January 3, 2021
Year Ended
Components of net periodic benefiff t cost:
Service cost
Interest cost
Expected returt n on assets
Amortization of actuat
Settlement loss
rial net losses
Net pension expense (benefiff t)
$
$
— $
331
$
—
—
—
1,516
(2,953)
1,047
23,343
— $
23,284
$
309
2,183
(5,328)
662
—
(2,174)
Inforff mation with respect to the assets, liabia lities and net plan assets of the U.S. Pension Plan is set forff
th as
folff
lows forff
the periods indicated:
(I(( nII
tt
thous
ands)s
Pension assets:
ear Ended
January 1, 2023
January 2, 2022
Fair value of plan assets, beginning of year
$
— $
Company contributions
Actuat
l returt n on plan assets
Plan settlements
Benefiff ts paid
Administrative expenses paid
Fair value of plan assets, end of year
Pension liabia lity:
Accruer d benefiff t obligation, beginning of year
Current service cost
Interest cost
Plan settlements
Actuat
rial loss
Benefiff ts paid
Administrative expenses paid
Accruer d benefiff t obligation, end of year
Net plan assets, end of year
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$
— $
86,464
5,550
(2,347)
(84,573)
(3,711)
(1,383)
—
85,330
331
1,516
(84,573)
2,490
(3,711)
(1,383)
—
—
87
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
A reconciliation of the change in accumulated other comprehensive loss ("AOCL") is set forff
th as folff
lows forff
the
periods indicated:
(I(( nII
tt
thous
ands)s
Net actuat
rial loss
Amortization of:ff
Curtailment recognition of prior service cost
Settlement recognition of net loss
Change in AOCL, pre-tax
Year Ended
January 1, 2023
January 2, 2022
$
$
— $
—
—
— $
7,790
(15)
(24,375)
(16,600)
The weighted average actuat
costs prior to termination were as folff
rial assumptions adopted in measuring our U.S. accruer d benefiff t obligations and
lows forff
the periods indicated:
January 1, 2023
January 2, 2022
January 3, 2021
Year Ended
Discount rate appl
a
:
ied forff
Accruer d benefiff t obligation
Net periodic pension cost
Expected long-term rate of returt n on plan assets
— %
— %
— %
2.4 %
2.4 %
3.5 %
2.4 %
3.3 %
3.5 %
The rate of compensation increase forff
the accruer d benefiff t obligation and net periodic pension costs forff
the U.S.
Pension Plan is not appl
a
icabla e, as benefiff ts under the plan are not affff eff cted by compensation increases.
The expected long-term rate of returt n on plan assets assumption was derived by taking into consideration the
rforff mance of the market by active investment managers. An asset returt n model was used to develop an expected
target plan asset allocation, historical rates of returt n on those assets, projected futff urt e asset class returt ns and net
outpet
range of returt ns on the plan investments over a 30-year period, with the expected rate of returt n selected frff om a best
estimate range within the total range of projected results.
UniUU ted KiKK ngdom Defe iff ned Benefe iff t Pension Plan
We have a defiff ned benefiff t pension plan in the United Kingdom ("U.K. Pension Plan"), which has been curtailed
in prior years. The measurement date used forff
Inforff mation about
the U.K. Pension Plan is as folff
a
lows forff
the accounting valuation of the U.K. Pension Plan was Januaryrr 1, 2023.
the periods indicated:
Year Ended
(I(( nII
tt
thous
ands)s
January 1, 2023
January 2, 2022
January 3, 2021
Components of net periodic benefiff t cost:
Interest cost
Expected returt n on assets
Amortization of actuat
rial net losses
Settlement loss
Net pension benefiff t
$
$
504
$
(934)
22
—
366
$
(1,292)
289
—
(408) $
(637) $
536
(1,021)
340
127
(18)
88
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Inforff mation with respect to the assets, liabia lities and net plan assets (accruer d benefiff t obligation) of the U.K.
Pension Plan is as folff
lows forff
the periods indicated:
(I(( nII
tt
thous
ands)s
Pension assets:
Year Ended
January 1, 2023
January 2, 2022
Fair value of plan assets, beginning of year
$
33,389
$
Company contributions
Actuat
l returt n on plan assets
Benefiff ts paid
Translation adjustment
Fair value of plan assets, end of year
Pension liabia lity
Accruer d benefiff t obligation, beginning of year
Interest cost
Actuat
rial gain
Benefiff ts paid
Translation adjustment
Accruer d benefiff t obligation, end of year
2,021
(13,071)
(1,006)
(3,251)
18,082
33,002
504
(9,153)
(1,006)
(3,276)
20,071
Net (accruer d benefiff t obligation) plan assets, end of year
$
(1,989) $
There were $9.2 million of actuat
rial gains during fiff scal year 2022 primarily as a result of a change in the
31,222
1,376
2,159
(919)
(449)
33,389
35,394
366
(1,431)
(919)
(408)
33,002
387
discount rate frff om 1.83% to 4.81% driven by an increase in both government and corpor
$1.4 million of actuat
1.83%. There were no material changes to any other key assumptions nor was there a signififf cant demographi
loss.
rial gains during fiff scal year 2021 primarily as a result of a change in the discount rate frff om 1.27% to
ate bond yields. There were
c gain or
a
rr
Amounts defeff rred in AOCL is set forff
th forff
the periods indicated:
(I(( nII
tt
thous
ands)s
Net actuat
rial loss
Prior service cost
Total amount recognized in AOCL, pre-tax
Year Ended
January 1, 2023
January 2, 2022
$
$
7,212
440
7,652
$
$
2,794
518
3,312
A reconciliation of the change in AOCL is set forff
th as folff
lows forff
the periods indicated:
(I(( nII
tt
thous
ands)s
Net actuat
rial loss (gain)
Amortization of:ff
Prior service cost
Net actuat
rial loss frff om prior years
Translation adjustment
Change in AOCL, pre-tax
Year Ended
January 1, 2023
January 2, 2022
4,852
$
(2,298)
(22)
—
(490)
4,340
$
(25)
(264)
(22)
(2,609)
$
$
89
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
The net plan assets are recorded within other assets in the consolidated balance sheets. Pension fund
assets are
invested primarily in equity and debt securities. Asset allocation between equity and debt securities and cash is adjusted
based on the expected lifeff of the plan and the expected retirement age of the plan participants. Inforff mation with respect
to the amounts and types of securities that are held in the U.K. Pension Plan is set forff
indicated:
the periods
lows forff
th as folff
ff
(I(( nII
tt
thous
ands)s
Equity securities
Debt securities
Other
Year Ended
January 1, 2023
January 2, 2022
Amount
% of Total
Plan
Amount
% of Total
Plan
$
$
3,740
—
14,342
18,082
20.7 % $
— %
79.3 %
100.0 % $
8,327
—
25,062
33,389
24.9 %
— %
75.1 %
100.0 %
based
Under the plan's investment policy and strategy, plan assets are invested to achieve a fulff
rial calculations, maintain a level of liquidity that is suffff iff cient to pay benefiff t and expense obligations when due,
on actuat
maintain flff exibility in determining the futff urt e level of contributions and maximize returt ns within the limits of risk. The
target asset allocation forff
Other securities represent investments that are primarily invested in a mixturt e of debt and equity securities.
2022 is 80% other securities and 20% equity securities.
plan assets in the U.K. Pension Plan forff
ff
ly funde
d statust
The weighted average actuat
rial assumptions adopted in measuring our U.K. accruer d benefiff t obligations and
costs were as folff
lows forff
the periods indicated:
January 1, 2023
Year Ended
January 2, 2022
January 3, 2021
Discount rate appl
a
:
ied forff
Accruer d benefiff t obligation
Net periodic pension cost
Expected long-term rate of returt n on plan assets
4.8 %
1.7 %
3.0 %
1.8 %
1.0 %
4.1 %
1.3 %
1.0 %
4.1 %
The rate of compensation increase forff
the accruer d benefiff t obligation and net pension cost forff
the U.K. Pension
Plan is not appl
a
compensation increases.
icabla e, as the plan was curtailed in prior years and benefiff ts under the plan are not affff eff cted by
The expected long-term rate of returt n on plan assets assumption is derived by taking into consideration the
target plan asset allocation, historical rates of returt n on those assets, projected futff urt e asset class returt ns and net
outpet
rforff mance of the market by active investment managers. An asset returt n model is used to develop an expected
range of returt ns on the plan investments over a 10-year period, with the expected rate of returt n selected frff om a best
estimate range within the total range of projected results.
90
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
As of Januaryrr 1, 2023, the estimated futff urt e benefiff t payments frff om the U.K. Pension Plan forff
the folff
lowing
futff urt e periods are set forff
th as folff
lows:
(I(( nII
tt
thous
ands)s
Fiscal year:
2023
2024
2025
2026
2027
2028 through 2032
Total estimated futff urt e benefiff t payments
Expected Future Benefiff t Payments
$
$
977
1,079
1,162
1,120
1,168
6,750
12,256
Expected contributions to the U.K. Pension Plan during 2023 are $2.0 million.
Overall Pension Obligat
i
ion
,
For all periods presented, the U.S. and U.K. Pension Plans were invested in equity securities, equity funds
ff
ff
bonds, bond funds
marketabia lity or liquidity. All plan investments are categorized as having Level 1 valuation inputs as establa ished by the
FASB’s Fair Value Framework.
and cash and cash equivalents. All investments are publicly traded and possess a high level of
The change in the net diffff eff rence between the pension plan assets and projected benefiff t obligation that is not
attributed to our recognition of pension expense or fundi
income within the consolidated statements of income and comprehensive income and the balance of such changes is
included in AOCL in the consolidated balance sheets.
ng of the plan is recognized in other comprehensive (loss)
ff
Defe iff ned ContCC rt ibution Benefe iff t Plans
We have defiff ned contribution benefiff t plans covering certain U.S. and forff eign subsidiaryrr employees subject to
eligibility requirements set up in accordance with local statutt oryrr
were $16.1 million, $15.6 million and $13.7 million forff
2021, respectively.
requirements. Contributions made to these plans
the years ended Januaryrr 1, 2023, Januaryrr 2, 2022, and Januaryrr 3,
91
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
19. Accumulated Other Comprehensive Loss and Other Comprehensive (Loss) Income
A rollforff ward of the components of accumulated other comprehensive loss is as folff
lows forff
the periods
indicated:
(I(( nII
tt
thous
ands)s
January 1,
2023
Year Ended
January 2,
2022
January 3,
2021
Accumulated forff eign exchange losses, beginning of period
$
(96,919) $
(93,684) $
(113,336)
Foreign currency translation (loss) gain
Income tax benefiff t on forff eign currency translation (loss) gain
Cumulative translation adjustment recognized upon
deconsolidation of subsidiaries
Less: forff eign exchange (loss) gain attributabla e to non-
controlling interest
Accumulated forff eign exchange losses, end of period
Accumulated pension and other post-retirement adjustments,
beginning of period
Pension and other post-retirement adjustments
Income tax (expense) benefiff t on pension and other post-
retirement adjustments
Amortization of actuat
rial net losses
Income tax expense on amortization of actuat
rial net losses
Pension settlement charges
Income tax expense on pension settlement charges
Accumulated pension and other post-retirement adjustments,
end of period
Accumulated other comprehensive loss
Other comprehensive (loss) income, net of tax:
Less: other comprehensive (loss) income attributabla e to non-
controlling interest
Other comprehensive (loss) income attributabla e to Masonite
(36,369)
18
732
(537)
(132,001)
(4,663)
(4,718)
(858)
22
(6)
—
—
(6,719)
6
3,544
66
(96,919)
(18,379)
2,250
(437)
1,336
(258)
15,654
(4,829)
17,566
17
2,254
185
(93,684)
(16,833)
(3,163)
851
1,002
(236)
—
—
(10,223)
(4,663)
(18,379)
(142,224) $
(101,582) $
(112,063)
(41,179) $
10,547
$
18,291
(537)
(40,642) $
66
10,481
$
185
18,106
$
$
$
Cumulative translation adjustments are reclassififf ed out of accumulated other comprehensive loss into loss on
disposal of subsidiaries in the years ended Januaryrr 1, 2023, and Januaryrr 2, 2022, in the consolidated statements of
income and comprehensive income. Actuat
into cost of goods sold in the consolidated statements of income and comprehensive income. Pension settlement charges
are reclassififf ed out of accumulated other comprehensive loss into other (income) expense, net, in the consolidated
statements of income and comprehensive income.
rial net losses are reclassififf ed out of accumulated other comprehensive loss
Foreign currency translation losses as a result of translating our forff eign assets and liabia lities into U.S. dollars
during the year ended Januaryrr 1, 2023, were $36.4 million, primarily driven by weakening of the Pound Sterling, the
Canadian dollar and the Euro in comparison to the U.S. dollar during the period.
92
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
20. Supplemental Cash Flow Inforff mation
Certain cash and non-cash transactions were as folff
lows forff
the periods indicated:
(I(( nII
tt
thous
ands)s
Transactions involving cash:
Interest paid
Interest received
Income taxes paid
Income tax refunds
ff
Cash paid forff
operating lease liabia lities
Cash paid forff
fiff nance lease liabia lities
Non-cash transactions frff om operating activities:
January 1,
2023
Year Ended
January 2,
2022
January 3,
2021
$
41,846
$
42,703
$
2,783
77,500
1,596
33,451
1,359
250
40,506
875
29,886
1,470
45,380
1,110
24,336
805
29,943
1,393
Right-of-ff use assets acquired under operating leases
9,307
49,703
51,381
The folff
lowing reconciles total cash, cash equivalents and restricted cash as of the dates indicated:
Cash and cash equivalents
Restricted cash
Total cash, cash equivalents and restricted cash
January 1,
2023
January 2,
2022
$
$
296,922
11,999
308,921
$
$
381,395
10,110
391,505
Property, plant and equipment additions in accounts payabla e were $10.4 million and $10.7 million as
of Januaryrr 1, 2023, and Januaryrr 2, 2022, respectively.
During the four
ff
th quarter of 2018, we provided debt fiff nancing to a distribution company via an interest-bearing
note that is scheduled to maturt e in 2028. The interest-bearing note receivabla e is carried at amortized cost, with the
interest payabla e in kind at the election of the borrower. The note receivabla e balance was $12.6 million as of Januaryrr 1,
2023, and Januaryrr 2, 2022. The note receivabla e was recorded in the consolidated balance sheets as a component of
prepaid expenses and other assets, and as a component of other assets as of Januaryrr 1, 2023, and Januaryrr 2, 2022,
respectively. On Januaryrr 26, 2023, the note receivabla e was redeemed and fulff
ly repaid.
93
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
21. Variable Interest Entity
As of Januaryrr 1, 2023, and Januaryrr 2, 2022, we held an interest in one variabla e interest entity ("VIE"), Magna
Foremost Sdn Bhd, which is located in Bintult u, Malaysia. The VIE is integrated into our supply chain and manufaff cturt es
door faff cings. We are the primaryrr benefiff ciaryrr of the VIE based on the terms of the existing supply agreement with the
VIE. As primaryrr benefiff ciaryrr via the supply agreement, we receive a disproportionate amount of earnings on sales to third
parties in relation to our voting interest, and as a result, receive a maja ority of the VIE’s residual returt ns. Sales to third
parties did not have a material impact on our consolidated fiff nancial statements. We also have the power to direct
activities of the VIE that most signififf cantly impact the entity’s economic perforff mance. As its primaryrr benefiff ciary,rr we
have consolidated the results of the VIE. Our net cumulative investment in the VIE was comprised of the folff
the dates indicated:
lowing as of
(I(( nII
tt
thous
ands)s
Current assets
Property, plant and equipment, net
Long-term defeff rred income taxes
Other assets
Current liabia lities
Other long-term liabia lities
Non-controlling interest
January 1,
2023
January 2,
2022
$
5,699
$
8,056
1,170
4,067
(1,396)
(4)
(3,229)
9,057
8,573
1,023
4,202
(3,895)
(139)
(3,803)
15,018
Net assets of the VIE consolidated by Masonite
$
14,363
$
Current assets include $1.0 million and $4.9 million of cash and cash equivalents as of Januaryrr 1, 2023, and
Januaryrr 2, 2022, respectively. Assets recognized as a result of consolidating this VIE do not represent additional assets
that could be used to satisfyff claims against our general assets. Furthermore, liabia lities recognized as a result of
consolidating these entities do not represent additional claims on our general assets; rather, they represent claims against
the specififf c assets of the consolidated VIE.
22. Fair Value of Financial Instruments
The carryirr ng amounts of our cash and cash equivalents, restricted cash, accounts receivabla e, income taxes
receivabla e, accounts payabla e, accruerr d expenses and income taxes payabla e appr
term maturt
as folff
the periods indicated:
ity of those instrumr
lows forff
a
ents. The estimated faff ir values and carryirr ng values of our long-term debt instrumr
ents were
oximate faff ir value because of the short-
(I(( nII millions)s
Fair Value
Carrying Value
Fair Value
Carrying Value
3.50% senior unsecured notes due 2030
5.375% senior unsecured notes dued
2028
$
$
303,870
462,495
$
$
371,136
495,868
$
$
373,238
526,730
$
$
370,593
495,128
January 1, 2023
January 2, 2022
These estimates are based on market quotes and calculations based on current market rates availabla e to us and
are categorized as having Level 2 valuation inputs as establa ished by the FASB’s Fair Value Framework. Market quotes
ents and are obtained frff om and corroborated with
used in these calculations are based on bid prices forff
multiple independent sources. The market quotes obtained frff om independent sources are within the range of
management’s expectations.
our debt instrumrr
94
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
23. Subsequent Events
Acquisii ition of Endur
EE
a
On Januaryrr 3, 2023, we completed the acquisition of 100% of the outstanding equity of EPI Holdings, Inc.
a
appr
("Endura"), forff
oximately $375.0 million in cash. Endura is a leading innovator and manufaff cturt er of high-
perforff mance door frff ames and door system components in the United States. Endura’s product offff eff rings include
engineered frff ames, self-ff adjusting sill systems, weather sealing, multi-point locks and installation accessories used by
ications. The acquisition
builders and contractors in residential new construcr
will allow us to accelerate our Doors That Do MoreTM strategy and maximize our growth potential. The acquisition will
be accounted forff
as a business combination, with the goodwill being non-deductible forff
tion as well as repair and remodeling appl
tax purpos
es.
a
r
Since the closing of the acquisition occurred subsequent to the Company's fiff scal year end, the allocation of the
purchase price to the underlying assets acquired and liabia lities assumed is subject to a forff mal valuation process, which
has not yet been completed. The maja or classes of assets acquired will include trade receivabla es, inventories, trade
payabla es and goodwill and intangibles. Our 2023 operating results will include the results frff om Endura frff om the date of
acquisition. Based on the timing of the acquisition and lack of availabla e inforff mation, we determined it to be
impracticabla e to disclose a preliminaryrr purchase price allocation or proforff ma fiff nancial inforff mation at this time.
During the year ended Januaryrr 1, 2023, we recorded $6.8 million of acquisition and due diligence related costs.
These costs were recorded in selling, general and administration expense within the consolidated statements of income
and comprehensive income.
TeTT rm Loan FacFF ilitytt and ABLBB FacFF ilitytt
In connection with the acquisition of Endura on Januaryrr 3, 2023, we borrowed $250.0 million under our Term
a portion of the cash consideration paid. On
ryrr 3, 2023, we subsequently repaid $50.0 million of the outstanding borrowings under our ABL Facility. In the
Loan Facility and $100.0 million under our ABL Facility in order to fund
Februar
fiff rst quarter of 2023, we incurred $2.7 million of incremental debt issuance costs on our Term Loan Facility.
ff
95
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disii closll ure ConCC trtt olsll and PrPP ocedures
We maintain disclosure controls and procedures as defiff ned in RulRR e 13a-15(e) under the Exchange Act that are
designed to ensure that inforff mation required to be disclosed in our Exchange Act reports is recorded, processed,
summarized and reported within the time periods specififf ed in the Securities and Exchange Commission’s rulr es and
forff ms and that such inforff mation is accumulated and communicated to management, including our Chief Executive
Offff iff cer and Chief Financial Offff iff cer, as appr
opriate, to allow timely decisions regarding required disclosure.
a
Management, with the participation of our Chief Executive Offff iff cer and Chief Financial Offff iff cer, has evaluated
the effff eff ctiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report.
Based on that evaluation, the Chief Executive Offff iff cer and the Chief Financial Offff iff cer have concluded that, as of the end
of the period covered by this Annual Report, our disclosure controls and procedures were effff eff ctive.
ManMM agement's' Annual Repor
ee
t on InII tett rnrr al ConCC trtt ol Over FiFF nii ancial Repor
ee
titt nii g
Management is responsible forff
establa ishing and maintaining adequate internal control over fiff nancial reporting
(as defiff ned in RulRR e 13a-15(f)ff under the Exchange Act). Because of its inherent limitations, internal control over
fiff nancial reporting may not prevent or detect misstatements. Projections of any evaluation of effff eff ctiveness to futff urt e
periods are subject to the risk that certain controls may become inadequate because of changes in conditions or that the
degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including our Chief Executive Offff iff cer and
Chief Financial Offff iff cer, we carried out an evaluation of the effff eff ctiveness of our internal control over fiff nancial reporting
as of Januaryrr 1, 2023, based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission in 2013. Based upon our evaluation, management concluded that our
internal control over fiff nancial reporting was effff eff ctive as of Januaryrr 1, 2023.
The effff eff ctiveness of our internal control over fiff nancial reporting as of Januaryrr 1, 2023, has been audited by
Ernst & Young, an independent registered public accounting fiff rm, as stated in their report which is included below, and
which expresses an unqualififf ed opinion on the effff eff ctiveness of our internal control over fiff nancial reporting as of
Januaryrr 1, 2023. See "Report of Independent Registered Public Accounting Firm" below.
ChCC anges inii
InII tett rnal ConCC trtt ol over FiFF nii ancial Repor
ee
titt nii g
There have been no changes in our internal control over fiff nancial reporting during the most recently completed
quarter covered by this Annual Report that have materially affff eff cted, or that are reasonabla y likely to materially affff eff ct,
our internal control over fiff nancial reporting.
96
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Masonite International Corpor
rr
ation
Opinion on Internal Control Over Financial Reporting
We have audited Masonite International Corpor
based on criteria establa ished in Internal Control–Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 frff amework) (the COSO criteria). In our opinion, Masonite
International Corpor
reporting as of Januaryrr 1, 2023, based on the COSO criteria.
ation (the Company) maintained, in all material respects, effff eff ctive internal control over fiff nancial
ation’s internal control over fiff nancial reporting as of Januaryrr 1, 2023,
rr
r
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of Masonite International Corpor
Januaryrr 2, 2022, the related consolidated statements of income and comprehensive income, changes in equity, and cash
flff ows forff
Februar
each of the three fiff scal years in the period ended Januaryrr 1, 2023, and the related notes and our report dated
ryrr 28, 2023 expressed an unqualififf ed opinion thereon.
ation as of Januaryrr 1, 2023 and
rr
Basis forff Opinion
its
The Company’s management is responsible forff maintaining effff eff ctive internal control over fiff nancial reporting and forff
assessment of the effff eff ctiveness of internal control over fiff nancial reporting included in the accompanying Management’s
Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the
Company’s internal control over fiff nancial reporting based on our audit. We are a public accounting fiff rm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. feff deral
securities laws and the appl
icabla e rulrr es and regulations of the Securities and Exchange Commission and the PCAOB.
a
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perforff m the audit to obtain reasonabla e assurance about
maintained in all material respects.
whether effff eff ctive internal control over fiff nancial reporting was
a
Our audit included obtaining an understanding of internal control over fiff nancial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effff eff ctiveness of internal control based on the
assessed risk, and perforff ming such other procedures as we considered necessaryrr
in the circumstances. We believe that
our audit provides a reasonabla e basis forff
our opinion.
Defiff nition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over fiff nancial reporting is a process designed to provide reasonabla e assurance regarding
the reliabia lity of fiff nancial reporting and the preparation of fiff nancial statements forff
es in accordance with
generally accepted accounting principles. A company’s internal control over fiff nancial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonabla e detail, accurately and faff irly reflff ect the
transactions and dispositions of the assets of the company; (2) provide reasonabla e assurance that transactions are
recorded as necessaryrr
principles, and that receipts and expenditurt es of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonabla e assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effff eff ct on
the fiff nancial statements.
to permit preparation of fiff nancial statements in accordance with generally accepted accounting
external purpos
r
Because of its inherent limitations, internal control over fiff nancial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effff eff ctiveness to futff urt e periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ Ernst & Young LLP
Tampa, Florida
Februar
ryrr 28, 2023
97
Item 9B. Other Inforff mation
Annual MeMM eting and Record Date. The Board of Directors has set the date of the 2023 Annual General
Meeting of Shareholders and the related record date. The Annual General Meeting will be held on May 11, 2023, and
the shareholders entitled to receive notice of and vote at the meeting will be the shareholders of record at the close of
business on March 20, 2023.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
a
Not appl
icabla e.
98
Item 10. Directors, Executive Offff iff cers and Corporate Governance
PART III
Some of the inforff mation required in response to this item with regard to directors is incorpor
into this Annual Report on Form 10-K frff om our defiff nitive Proxy Statement forff
Shareholders (the "2023 Proxy Statement"). Such inforff mation will be included under the capta ions "Election of
Directors," "Corpor
rr
Matters—Corpor
Matters—Board Strucrr
Board Committees; Membership—Audit Committee."
ate Governance Guidelines and Code of Ethics," "Corpor
turt e and Director Independence" and "Corpor
ate Governance; Delinquent Section 16(a) Reports," "Corpor
ate Governance; Board and Committee
ate Governance; Board and Committee Matters—
ate Governance; Board and Committee
r
rr
r
r
r
our 2023 Annual General Meeting of
ated by refeff rence
The folff
lowing tabla e sets forff
th inforff mation as of Februarr
ryrr 28, 2023, regarding each of our executive offff iff cers:
Name
Howard C. Heckes
RusRR sell T. Tieje ema
Christopher O. Ball
Victoria Philemon
Alexander A. Legall
Randal A. White
James C. Pelletier
Robert A. Paxton
Patrick D. Brisley
Biographies
Age Positions
58
President and Chief Executive Offff iff cer and Director
54
45
50
54
52
45
49
Executive Vice President and Chief Financial Offff iff cer
President, Global Residential
Senior Vice President, General Manager, Europe
Senior Vice President, Business Leader, Architecturt al
Senior Vice President, Global Operations and Supply Chain
Senior Vice President, General Counsel and Corpor
rr
ate Secretaryrr
Senior Vice President, Human Resources
44 Vice President, Chief Accounting Offff iff cer
The present principal occupations and recent employment historyrr of each of the executive offff iff cers and
directors listed above
a
are as folff
lows:
Howard C. Heckes, (age 58) has served as President and Chief Executive Offff iff cer of Masonite and as a
Director of Masonite since June 2019. Mr. Heckes joined Masonite frff om Energy Management Collabor
ative where he
served as Chief Executive Offff iff cer since 2017. From 2008 to 2017, Mr. Heckes served in a variety of operations roles at
Valspar Corpor
r
rmaid,
industrial coatings portfolff
including President of Sanforff d Brands and President of Graco Children's Products. Mr. Heckes is also a member of the
Board of Directors of the AZEK Company Inc.
ation, now a subsidiaryrr of The Sherwin-Williams Company, most recently overseeing Valspar's
io. Prior to joining Valspar, Mr. Heckes held various leadership roles at Newell Rubbe
RR
a
Russell T. Tieje ema, (age 54) is Executive Vice President and Chief Financial Offff iff cer of Masonite. Mr.
Tieje ema joined Masonite in November 2015, frff om Lennox International, a global leader in the heating, ventilation, air
conditioning and refrff igeration industry,rr where he served as the Vice President of Finance and Chief Financial Offff iff cer of
LII Residential, the largest reporting segment of Lennox International, since 2013. From 2011 to 2013, Mr. Tieje ema
served as the Vice President, Business Analysis & Planning, of Lennox International. Prior to joining Lennox in 2011,
Mr. Tieje ema spent 20 years with General Motors in a variety of fiff nancial leadership roles across a number of operating
units and staffff sff , including Finance Director forff GM Fleet & Commercial and Director of Financial Planning and
Analysis.
Christopher O. Ball, (age 45) joined Masonite in September 2021 as President of the Global Residential Door
Business. Prior to joining Masonite, Mr. Ball was with Cooper Tire & Rubbe
r Company, a global manufaff cturt er and
marketer of consumer and commercial products, frff om 2018 to 2021, most recently serving as President - Americas,
where he led the North American, Latin America and Global Commercial Trucr k business units. Prior to joining Cooper
Tire, Mr. Ball held various roles at Whirlpool Corpor
operations forff
the KitchenAid small appl
Whirlpool's largest business.
iance business and general management of the North America Laundryrr unit,
ation frff om 2003 to 2018, including leadership of sales and
RR
a
rr
99
Victoria Philemon, (age 50) has served as Masonite’s Senior Vice President, General Manager, Europe since
August 2021. Prior to joining Masonite, Ms. Philemon was most recently Managing Director forff Morphy
supplier of small appl
marketing roles at Stanley Black & Decker frff om 2008 to 2016. Earlier in her career, Ms. Philemon held progressive
leadership positions in sales.
Richards, a
iances in the United Kingdom frff om 2017 to 2021. She also previously served in senior sales and
a
rr
Alexander A. Legall, (age 54) has served as Masonite’s Senior Vice President & Business Leader -
Architecturt al since September 2020. Mr. Legall joined Masonite frff om Owens Corning, where he served in a variety of
leadership roles with the company frff om 2012 to 2020, most recently as Vice President and General Manager of their
North American Technical Insulation business frff om 2018 to 2020. Prior to joining Owens Corning, Mr. Legall was with
Carrier Corpor
18 years where he held multiple leadership roles both domestically and in Latin America.
ation forff
r
Randal A. White, (age 52) joined Masonite in September 2017 as Senior Vice President, Global Operations
and Supply Chain. Prior to joining Masonite, Mr. White was with Joy Global, Inc., a leading manufaff cturt er of high
productivity mining equipment now operating as Komatsu Mining, where he served in various operations and
ing roles since 2008, most recently serving as the Vice President Operations, Supply Chain, Quality and
manufaff cturt
Operational Excellence (Lean) since 2014. Prior to joining Joy Global, Inc., Mr. White held various marketing and
operational positions with Magnum Magnetics Inc. and Cooper Crouse-Hinds.
James C. Pelletier, (age 45) joined Masonite in April 2022 as the Senior Vice President, General Counsel and
forff Barnes
Secretary.rr Prior to joining Masonite, Mr. Pelletier was Senior Vice President, General Counsel and Secretaryrr
Group Inc. frff om 2015 to 2022. Prior to joining Barnes Group Inc., Mr. Pelletier held corpor
Associate Counsel with United Technologies Corpor
Aviation frff om 2007 to 2009. Mr. Pelletier began his career as an Associate with the law fiff rm Orrick, Herrington, &
Sutcliffff eff , LLP in Washington, D.C. and worked in the Offff iff ce of the General Counsel at the U.S. Department of
Commerce as an Attorney-Advisor within the Bureau of Industryrr and Security.
ation frff om 2009 to 2015 and as Compliance Counsel forff GE
ate counsel positions as
r
r
Robert A. Paxton, (age 49) has served as Masonite’s Senior Vice President, Human Resources since Februar
2018. Prior to joining Masonite, Mr. Paxton was with Owens Corning, a global developer and producer of insulation,
roofiff ng and fiff berglass composites, where he served as Vice President, Human Resources and Vice President, Business
Integration frff om May 2010 to Februarr
Human Resources of Broadwind Energy frff om 2008 to 2010. Prior to joining Broadwind, he served Whirlpool
r
Corpor
Global Human Resources frff om 2007 to 2008. Mr. Paxton began his career with British Petroleum in 1995 to 2002.
ation in various human resources leadership roles frff om 2002 to 2008, most recently serving as Vice President,
ryrr 2018. Prior to joining Owens Corning, he served as Senior Vice President,
ryrr
Patrick D. Brisley, (age 44) has served as Masonite's Vice President, Chief Accounting Offff iff cer since June
2019 and joined Masonite as Corpor
joining Masonite, Mr. Brisley was a member of the assurance practice of PricewaterhouseCoopers working with clients
in various industries and on technical matters such as initial public offff eff rings, mergers and acquisitions as well as other
U.S. GAAP and SEC requirements.
ate Controller in May 2015. Mr. Brisley is a Certififf ed Public Accountant. Prior to
r
Item 11. Executive Compensation
Inforff mation required in response to this item is incorpor
r
ated by refeff rence into this Annual Report on Form
10-K frff om the 2023 Proxy Statement. Such inforff mation will be included in the 2023 Proxy Statement under the
capta ions "Director Compensation", "Compensation Committee Report," "Executive Compensation" and "Corpor
Governance; Board and Committee Matters—Compensation Interlocks and Insider Participation."
r
ate
Item 12. Security Ownership of Certain Benefiff cial Owners and Management and Related Stockholder Matters
Inforff mation required in response to this item is incorpor
r
ated by refeff rence into this Annual Report on Form
10-K frff om the 2023 Proxy Statement. Such inforff mation will be included in the 2023 Proxy Statement under the
capta ions "Security Ownership of Certain Benefiff cial Owners and Management" and "Securities Authorized forff
Under Equity Compensation Plans".
Issuance
Item 13. Certain Relationships and Related Transactions, and Director Independence
Inforff mation required in response to this item is incorpor
r
10-K frff om the 2023 Proxy Statement. Such inforff mation will be included under the capta ions "Corpor
r
ated by refeff rence into this Annual Report on Form
ate Governance;
100
Board and Committee Matters—Board Strucrr
Committee Matters—Board Committees; Membership" and "Certain Relationships and Related Party Transactions".
turt e and Director Independence", "Corpor
ate Governance; Board and
rr
Item 14. Principal Accountant Fees and Services
Inforff mation required in response to this item is incorpor
r
ated by refeff rence into this Annual Report on Form
10-K frff om the 2023 Proxy Statement. Such inforff mation will be included under the capta ion "Appointment of
Independent Registered Public Accounting Firm".
101
Item 15. Exhibit and Financial Statement Schedules
PART IV
(a) The folff
lowing documents are fiff led as part of this Form 10-K:
Page No.
1. Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Income and Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
2. Financial Statement Schedules
48
50
51
52
53
54
All schedules have been omitted because they are not required, not appl
amounts suffff iff cient to require submission of the schedule or the required inforff mation is otherwise
included.
icabla e, not present in
a
3. See "Index to Exhibits" below.
(b) The exhibits listed on the "Index to Exhibits" below are fiff led or furff nished with this Form 10-K or
r
incoro por
ated by refeff rence as set forff
th below.
(c) Addid tional Financial Statement Schedules
Nonen .
The folff
lowing is a list of all exhibits fiff led or furff nished as part of this report:
INDEX TO EXHIBITS
Exhibit No. Descriptionp
2.1
Securities Purchase Agreement, dated as of November 2, 2022, by and among Masonite, Endura,
Endura Stockholders, Endura Warrant Holders and Endura’s equityholders’ representative (incorpor
rr
by refeff rence to Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 011-11796) fiff led
with the Securities and Exchange Commission on November 3, 2022)
Amendment to the Securities Purchase Agreement, dated as of December 30, 2022, by and among
Buyer, Masonite, Endura, Endura Stockholders, Endura Warrant Holders and Endura’s equityholders’
representative (incorpor
(File No. 011-11796) fiff led with the Securities and Exchange Commission on Januaryrr 3, 2023)
Amended and Restated Articles of Masonite International Corpor
Exhibit 3.1 to the Company's Annual Report on Form 10-K (File No. 001-11796) fiff led with the
Securities and Exchange Commission on Februar
ated by refeff rence to Exhibit 10.1 to the Company's Current Report on Form 8-K
ated by refeff rence to
ation (incorpor
ryrr 26, 2015)
r
r
r
ated
Indenturt e, dated as of July 26, 2021, by and among the Company, the guarantors named therein and
Wells Fargo Bank, National Association, as trusr
(incorpor
r
001-11796) fiff led with the Securities and Exchange Commission on July 27, 2021)
tee, governing the 3.50% Senior Notes due 2030
ated by refeff rence to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No.
Form of 3.50% Senior Notes due 2030 (included in Exhibit 4.1)
Indenturt e, dated as of July 25, 2019, by and among the Company, the guarantors named therein and
Wells Fargo Bank, National Association, as trusr
(incorpor
r
001-11796) fiff led with the Securities and Exchange Commission on July 25, 2019)
tee, governing the 5.375% Senior Notes due 2028
ated by refeff rence to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No.
Form of 5.375% Senior Notes due 2028 (included in Exhibit 4.3)
Transfeff r Agency and Registrar Services, dated July 1, 2013, between Masonite International
Corpor
r
refeff rence to Exhibit 4.3(e) to the Company's Annual Report on Form 10-K (File No. 001-11796) fiff led
with the Securities and Exchange Commission on Februar
ation and American Stock Transfeff r & Trusr
t Company, LLC of New York (incorpor
ryrr 27, 2014)
ated by
r
Form of Second Amended and Restated Shareholders Agreement (incorpor
3.2 to the Company's Current Report on Form 8-K (File No. 001-11796) fiff led with the Securities and
Exchange Commission on May 15, 2014)
ated by refeff rence to Exhibit
r
102
2.2
3.1
4.1
4.2
4.3
4.4
4.5
4.6
Exhibit No. Descriptionp
4.7
10.1 #
10.2 #
10.3(a) #
10.3(b) #
10.3(c) #
10.3(d) #
10.3(e) #*
10.3(f)ff #
10.3(g) #
10.3(h) #
10.3(i) #
10.3(j(( ) #
10.3(k) #
10.3(l) #
10.3(m) #
r
Description of Securities (incorpor
Form 10-K (File No. 011-11796) fiff led with the Securities and Exchange Commission on Februar
2020)
Masonite International Corpor
Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-11796) fiff led with the
Securities and Exchange Commission on May 15, 2014)
ated by refeff rence to Exhibit 4.5 to the Company's Annual Report on
ryrr 20,
ation 2014 Employee Stock Purchase Plan (incorpor
ated by refeff rence to
r
r
Masonite International Corpor
(incorpor
r
No. 001-11796) fiff led with the Securities and Exchange Commission on August 19, 2013)
ated by refeff rence to Exhibit 10.2 to the Company's Registration Statement on Form 10 (File
ation Defeff rred Compensation Plan, effff eff ctive as of August 13, 2012
r
ated by refeff rence to Exhibit
Masonite International Corpor
10.1 to the Company's Current Report on Form 8-K (File No. 011-11796) fiff led with the Securities and
Exchange Commission on May 18, 2021)
ation 2021 Omnibus Incentive Plan (incorpor
r
r
r
r
r
ation 2021
ated by refeff rence to Exhibit
Form of Restricted Stock Unit Agreement pursuant to the Masonite International Corpor
Omnibus Incentive Plan forff United States Employees (May 2021) (incorpor
10.2(a) to the Company's Current Report on Form 8-K (File No. 011-11796) fiff led with the Securities
and Exchange Commission on May 18, 2021)
Form of Perforff mance Restricted Stock Unit Agreement pursuant to the Masonite International
Corpor
ated by
ation 2021 Omnibus Incentive Plan forff United States Employees (May 2021) (incorpor
r
refeff rence to Exhibit 10.2(b) to the Company's Current Report on Form 8-K (File No. 011-11796) fiff led
with the Securities and Exchange Commission on May 18, 2021)
Form of Stock Appreciation Rights Agreement pursuant to the Masonite International Corpor
Omnibus Incentive Plan forff United States Employees (May 2021) (incorpor
10.2(c) to the Company's Current Report on Form 8-K (File No. 011-11796) fiff led with the Securities
and Exchange Commission on May 18, 2021)
Form of Restricted Stock Unit Agreement pursuant to the Masonite International Corpor
ation 2021
Omnibus Incentive Plan forff United States Directors (May 2021) (correcting Exhibit 10.2(d) to the
Company's Current Report on Form 8-K (File No. 011-11796) fiff led with the Securities and Exchange
Commission on May 18, 2021)
Form of Perforff mance Restricted Stock Unit Agreement pursuant to the Masonite International
Corpor
r
the Company's Quarterly Report on Form 10-Q (File No. 011-11796) fiff led with the Securities and
Exchange Commission on August 9, 2022)
Masonite International Corpor
ated by
refeff rence to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 011-11796) fiff led with
the Securities and Exchange Commission on May 18, 2015)
ation Amended and Restated 2012 Equity Incentive Plan (incorpor
ation 2021 Omnibus Incentive Plan (August 2022) (incorpor
ation 2021
r
ated by refeff rence to Exhibit
ated by refeff rence to Exhibit 10.1 to
r
rr
r
r
r
Form of Stock Appreciation Rights Agreement pursuant to the Masonite International Corpor
Equity Incentive Plan forff United States Employees (incorpor
Company's Registration Statement on Form 10 (File No. 001-11796) fiff led with the Securities and
Exchange Commission on August 19, 2013)
ation Amended
Form of Restricted Stock Unit Agreement pursuant to the Masonite International Corpor
r
ated by refeff rence
and Restated 2012 Equity Incentive Plan forff United States Directors (2015) (incorpor
to Exhibit 10.3(m) to the Company's Annual Report on Form 10-K (File No. 001-11796) fiff led with the
Securities and Exchange Commission on March 2, 2016)
ated by refeff rence to Exhibit 10.3(d) to the
ation 2012
rr
rr
r
Form of Stock Appreciation Rights Agreement pursuant to the Masonite International Corpor
Amended and Restated 2012 Equity Incentive Plan forff United States Employees (Februar
r
(incorpor
001-11796) fiff led with the Securities and Exchange Commission on March 2, 2016)
ated by refeff rence to Exhibit 10.3(q) to the Company's Annual Report on Form 10-K (File No.
r
ation
ryrr 2016)
Amendment No. 1 to Masonite International Corpor
Plan dated Februar
ated by refeff rence to Exhibit 10.3(s) to the Company's Annual
Report on Form 10-K (File No. 001-11796) fiff led with the Securities and Exchange Commission on
March 1, 2017)
ation Amended and Restated 2012 Equity Incentive
ryrr 7, 2017 (incorpor
r
r
ation Amended and Restated 2012 Equity Incentive Plan forff United States Employees (Februar
Form of Perforff mance Restricted Stock Unit Agreement pursuant to the Masonite International
Corpor
r
2017) (incorpor
No. 001-11796) fiff led with the Securities and Exchange Commission on March 1, 2017)
ryrr
ated by refeff rence to Exhibit 10.3(t) to the Company's Annual Report on Form 10-K (File
r
Form of Stock Appreciation Rights Agreement pursuant to the Masonite International Corpor
Amended and Restated 2012 Equity Incentive Plan forff United States Employees (Februar
(incorpor
r
001-11796) fiff led with the Securities and Exchange Commission on March 1, 2017)
ated by refeff rence to Exhibit 10.3(u) to the Company's Annual Report on Form 10-K (File No.
r
ation
ryrr 2017)
103
Exhibit No. Descriptionp
10.3(n) #
Form of Restricted Stock Unit Agreement pursuant to the Masonite International Corpor
ation Amended
ated by
and Restated 2012 Equity Incentive Plan forff United States Employees (Februarr
refeff rence to Exhibit 10.3(v) to the Company's Annual Report on Form 10-K (File No. 001-11796) fiff led
with the Securities and Exchange Commission on March 1, 2017)
ryrr 2017) (incorpor
r
r
10.3(o) #
10.3(p) #
10.3(q) #
10.3(r) #
10.4* #
10.5(a) #
10.5(b) #
10.5(c) #
10.5(d) #
10.5(e) #
10.5(f)ff * #
10.6 #
10.7(a)
Form of Stock Appreciation Rights Agreement pursuant to the Masonite International Corpor
Amended and Restated 2012 Equity Incentive Plan forff United States Employees (Februar
(incorpor
r
001-11796) fiff led with the Securities and Exchange Commission on Februar
ated by refeff rence to Exhibit 10.3(v) to the Company's Annual Report on Form 10-K (File No.
r
ation
ryrr 2019)
ryrr 26, 2019)
ation Amended
Form of Restricted Stock Unit Agreement pursuant to the Masonite International Corpor
and Restated 2012 Equity Incentive Plan forff United States Employees (Februarr
ated by
refeff rence to Exhibit 10.3(w) to the Company's Annual Report on Form 10-K (File No. 001-11796) fiff led
with the Securities and Exchange Commission on Februar
ryrr 2019) (incorpor
ryrr 26, 2019)
r
r
ation Amended and Restated 2012 Equity Incentive Plan forff United States Employees (Februar
Form of Perforff mance Restricted Stock Unit Agreement pursuant to the Masonite International
Corpor
r
2019) (incorpor
(File No. 001-11796) fiff led with the Securities and Exchange Commission on Februar
ated by refeff rence to Exhibit 10.3(x) to the Company's Annual Report on Form 10-K
ryrr 26, 2019)
r
ryrr
rr
ation and James A. Hair (incorpor
ated by refeff rence to Exhibit 10.1 to the Company’s Current
Restricted Stock Unit Agreement pursuant to the Masonite International Corpor
Restated 2012 Equity Incentive Plan, dated as of May 24, 2019, by and between Masonite International
Corpor
r
Report on Form 8-K (File No. 001-11796) fiff led with the Securities and Exchange Commission on May
24, 2019)
2023 Masonite Incentive Plan (MIP) Plan Document
Amended and Restated Employment Agreement, dated as of December 31, 2021, by and between
ation and Howard C. Heckes (incorpor
Masonite International Corpor
the Company's Current Report on Form 8-K (File No. 011-11796) fiff led with the Securities and
Exchange Commission on Januaryrr 4, 2022)
ated by refeff rence to Exhibit 10.1 to
ation Amended and
r
r
r
Amended and Restated Employment Agreement, dated as of December 31, 2021, by and between
ation and RusRR sell T. Tieje ema (incorpor
Masonite International Corpor
the Company's Current Report on Form 8-K (File No. 011-11796) fiff led with the Securities and
Exchange Commission on Januaryrr 4, 2022)
ated by refeff rence to Exhibit 10.2 to
r
r
Amended and Restated Employment Agreement, dated as of December 31, 2021, by and between
Masonite International Corpor
ation and Robert E. Lewis (incorpor
the Company's Current Report on Form 8-K (File No. 011-11796) fiff led with the Securities and
Exchange Commission on Januaryrr 4, 2022)
ated by refeff rence to Exhibit 10.3 to
r
r
Amended and Restated Employment Agreement, dated as of December 31, 2021, by and between
Masonite International Corpor
ation and Randal A. White (incorpor
the Company's Current Report on Form 8-K (File No. 011-11796) fiff led with the Securities and
Exchange Commission on Januaryrr 4, 2022)
ated by refeff rence to Exhibit 10.4 to
r
rr
r
Amended and Restated Employment Agreement, dated as of December 31, 2021, by and between
Masonite International Corpor
ation and Robert A. Paxton (incorpor
to the Company's Annual Report on Form 10-K (File No. 011-11796) fiff led with the Securities and
Exchange Commission on Februarr
Employment Agreement, dated as of December 31, 2021, by and between Masonite International
Corpor
r
Form of Director and Offff iff cer Indemnififf cation Agreement (incorpor
the Company's Registration Statement on Form 10 (File No. 001-11796) fiff led with the Securities and
Exchange Commission on August 19, 2013)
ation and Christopher O. Ball
ated by refeff rence to Exhibit 10.6 to
ated by refeff rence to Exhibit 10.4(e)
ryrr 22, 2022)
r
rr
Credit Agreement, dated as of December 13, 2022, among Masonite International Corpor
Masonite Corpor
r
(incorpor
011-11796) fiff led with the Securities and Exchange Commission on December 13, 2022)
ation, the lenders frff om time to time party thereto and JPMorgan Chase Bank, N.A.
ated by refeff rence to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No.
ation,
r
r
104
Exhibit No. Descriptionp
10.7(b)
rr
ation, as Canadian borrower and parent borrower, Masonite Corpor
Second Amended and Restated Credit Agreement, dated as of Januaryrr 31, 2019, among Masonite
International Corpor
other U.S. borrowers frff om time to time party thereto, as U.S. borrowers, Premdor Crosby Limited and
the other U.K. borrowers frff om time to time party thereto, as U.K. Borrowers, the lenders frff om time to
time party thereto, Wells Fargo Bank, National Association, as administrative agent and letter of credit
issuer, Bank of America, N.A., as a syndication agent, and Royal Bank of Canada, HSBC Bank USA,
National Association, JPMorgan Chase Bank, N.A., PNC Bank, National Association, Regions Bank
and TD Bank, N.A., as co-documentation agents, Wells Fargo Bank, National Association, Bank of
America, N.A., Royal Bank of Canada, and HSBC Bank USA, National Association, as joint lead
arrangers and joint lead bookrunne
Report on Form 8-K (File No. 011-11796) fiff led with the Securities and Exchange Commission on
Februar
ated by refeff rence to Exhibit 4.1 to the Company's Current
ation and the
rs (incorpor
ryrr 6, 2019)
r
r
r
10.7(c)
10.7(d)
10.7(e)
10.7(f)ff
10.7(g)
10.7(h)
10.7(i)
21.1*
23.1*
31.1*
31.2*
32.1*
32.2*
Amendment No. 3 to the Second Amended and Restated Credit Agreement and Facility Increase
Amendment, dated as of October 28, 2022, by and among Masonite, Masonite Corpor
ation, Premdor
Crosby Limited, each other subsidiaryrr of Masonite party thereto, each lender party thereto and Wells
Fargo Bank, National Association, as administrative agent (incorpor
the Company's Current Report on Form 8-K (File No. 011-11796) fiff led with the Securities and
Exchange Commission on November 3, 2022)
ated by refeff rence to Exhibit 10.1 to
r
rr
r
r
rr
ryrr 6, 2019)
ation, Masonite Corpor
ation, Premdor Crosby Limited,
ated by refeff rence to Exhibit 10.1 to the
ation, as Canadian Borrower and the Canadian Subsidiaryrr Guarantors frff om time to
ation, the other U.S. Borrowers frff om time to time party thereto and Wells, the U.S. Guarantors
Amendment No. 4 to Second Amended and Restated Credit Agreement, dated as of December 12, 2022,
by and among Masonite International Corpor
each other subsidiaryrr of Masonite party thereto, each lender party thereto and Wells Fargo Bank,
National Association, as administrative agent (incorpor
r
Company's Current Report on Form 8-K (File No. 011-11796) fiff led with the Securities and Exchange
Commission on December 13, 2022)
Amended and Restated U.S. Security Agreement, dated as of Januaryrr 31, 2019, among Masonite
Corpor
r
frff om time to time party thereto, and Wells Fargo Bank, National Association, as Collateral Agent
(incorpor
ated by refeff rence to Exhibit 4.2 to the Company's Current Report on Form 8-K (File No.
r
011-11796) fiff led with the Securities and Exchange Commission on Februar
Amended and Restated Canadian Security Agreement, dated as of Januaryrr 31, 2019, among Masonite
International Corpor
time party thereto and Wells Fargo Bank, National Association, as Collateral Agent (incorpor
refeff rence to Exhibit 4.3 to the Company's Current Report on Form 8-K (File No. 011-11796) fiff led with
the Securities and Exchange Commission on Februar
Amended and Restated U.S. Guaranty, dated as of Januaryrr 31, 2019, among Masonite Corpor
ation, the
other U.S. Borrowers frff om time to time party thereto, the U.S. Subsidiaryrr Guarantors frff om time to time
party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (incorpor
refeff rence to Exhibit 4.4 to the Company's Current Report on Form 8-K (File No. 011-11796) fiff led with
the Securities and Exchange Commission on Februar
Amended and Restated Canadian Guarantee, dated as of Januaryrr 31, 2019, among Masonite
International Corpor
Wells Fargo Bank, National Association, as Administrative Agent (incorpor
4.5 to the Company's Current Report on Form 8-K (File No. 011-11796) fiff led with the Securities and
Exchange Commission on Februarr
Guarantee and Debenturt e, dated as of Januaryrr 31, 2019, among Premdor Crosby Limited (and others as
Chargors) and Wells Fargo Bank, National Association (as Agent) (incorpor
ated by refeff rence to Exhibit
4.6 to the Company's Current Report on Form 8-K (File No. 011-11796) fiff led with the Securities and
Exchange Commission on Februarr
ation and the Canadian Subsidiaryrr Guarantors frff om time to time party thereto and
ated by refeff rence to Exhibit
ryrr 6, 2019)
ryrr 6, 2019)
ryrr 6, 2019)
ryrr 6, 2019)
ated by
ated by
rr
r
r
rr
r
r
Subsidiaries of the Registrant
Consent of Ernst & Young LLP, an Independent Registered Public Accounting Firm
Certififf cation of Periodic Report by Chief Executive Offff iff cer under Section 302 of the Sarbar nes-Oxley
Act of 2002
Certififf cation of Periodic Report by Chief Financial Offff iff cer under Section 302 of the Sarbar nes-Oxley
Act of 2002
Certififf cation of Chief Executive Offff iff cer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbar nes-Oxley Act of 2002
Certififf cation of Chief Financial Offff iff cer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbar nes-Oxley Act of 2002
105
Exhibit No. Descriptionp
101*
the years ended Januaryrr 1, 2023, Januaryrr 2, 2022, and Januaryrr 3, 2021; (ii)
Interactive Data Files pursuant to RulRR e 405 of Regulation S-T forff matted in Inline Extensible Business
Reporting Language ("Inline XBRL"): (i) the Registrant's Consolidated Statements of Income and
Comprehensive Income forff
the Registrant's Consolidated Balance Sheets as of Januaryrr 1, 2023, and Januaryrr 2, 2022; (iii) the
Registrant's Consolidated Statements of Changes in Equity forff
Januaryrr 2, 2022, and Januaryrr 3, 2021; (iv) the Registrant's Consolidated Statements of Cash Flows forff
the years ended Januaryrr 1, 2023, and Januaryrr 2, 2022; and (v) the notes to the Registrant's Consolidated
Financial Statements
Cover Page Interactive Data File (forff matted as Inline XBRL and contained in Exhibit 101)
the years ended Januaryrr 1, 2023,
104*
*
#
Filed herewith.
Denotes management contract or compensatoryrr plan.
Item 16. Form 10-K Summary
None.
106
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: Februarr
ryrr 28, 2023
MASONITE INTERNATIONAL CORPORARR TION
(Registrant)
By /s/ RusRR sell T. Tieje ema
RusRR sell T. Tieje ema
Executive Vice President and Chief Financial Offff iff cer
(Principal Financial Offff iff cer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the
folff
lowing persons on behalf of the registrant in the capaa
cities and on the dates indicated.
Signatures
g
/s/ Howard C. Heckes
Howard C. Heckes
/s/ RusRR sell T. Tieje ema
Russell T. Tieje ema
/s/ Patrick D. Brisley
Patrick D. Brisley
/s/ Robert J. Byrne
Robert J. Byrne
/s/ Jody L. Bilney
Jody L. Bilney
/s/ Peter R. Dachowski
Peter R. Dachowski
/s/ Jonathan F. Foster
Jonathan F. Foster
E. Jones
a
/s/ Daphne
Daphne E. Jones
/s/ William S. Oesterle
William S. Osterle
/s/ Barryrr A. RufRR fff aff lo
Barry A. Ruffff alff o
/s/ Francis M. Scricco
Francis M. Scricco
/s/ Jay I. Steinfeff ld
Jay I. Steinfeff ld
Title
President and Chief Executive Offff iff cer and Director
(Principal Executive Offff iff cer)
Executive Vice President and Chief Financial Offff iff cer
(Principal Financial Offff iff cer)
Vice President, Chief Accounting Offff iff cer
(Principal Accounting Offff iff cer)
Date
Februar
ryrr 28, 2023
Februar
ryrr 28, 2023
Februar
ryrr 28, 2023
Director and Chairman of the Board
Februar
ryrr 28, 2023
Director
Director
Director
Director
Director
Director
Director
Director
Februar
ryrr 28, 2023
Februar
ryrr 28, 2023
Februar
ryrr 28, 2023
Februar
ryrr 28, 2023
Februar
ryrr 28, 2023
Februar
ryrr 28, 2023
Februar
ryrr 28, 2023
Februar
ryrr 28, 2023
Non-GAAP Financial Measures
Adjusted EBITDA is a non-GAAP measure. Please see Note 17 to our Form 10-K consolidated financial
statements in this annual report for the definition of Adjusted EBITDA and a reconciliation of net income
attributable to Masonite.
Adjusted EBITDA margin is defined as Adjusted EBITDA divided by Net Sales. Management believes this
measure provides supplemental information on how successfully we operate our business.
Adjusted EPS is diluted earnings (loss) per common share attributable to Masonite (EPS) less restructuring
costs, asset impairment charges, loss (gain) on disposal of subsidiaries, loss on extinguishment of debt and other
items, if any, that do not relate to Masonite’s underlying business performance (each net of related tax expense
(benefit)). Management uses this measure to evaluate the overall performance of the Company and believes this
measure provides investors with helpful supplemental information regarding the underlying performance of the
Company from period to period. This measure may be inconsistent with similar measures presented by other
companies.
Return on Invested Capital (ROIC) is defined as net operating profit after tax divided by average invested
capital. Management believes ROIC provides investors with an important perspective on how effectively
Masonite deploys capital.
Masonite International Corporation
Reconciliation of Non-GAAP Financial Measures
To GAAP Financial Measures
(In thousands of U.S. dollars, except share and per share amounts)
(1) Other items include $6,829 in acquisition and due diligence related costs in the year ended January 1, 2023, and
$40,550 in legal reserves related to the settlement of U.S. class action litigation in the year ended January 3, 2021, which
were recorded in selling, general and administration expenses within the condensed consolidated statements of operations.
(1) Other items include $6,829 in acquisition and due diligence related costs in the three and twelve months ended January
1, 2023, and $40,550 in legal reserves related to the settlement of U.S. class action litigation in the three and twelve
months ended January 3, 2021, which were recorded in selling, general and administration expenses within the condensed
consolidated statements of operations.
(1) Assumes a normalized cash level equal to 4% of annual net sales to avoid distortions from short-term fluctuations
related to items such as debt issuance or liquidity management actions
Forward-looking Statements
t
i
e
t,t
i
“might
frff om thett
to difi fff eff r materiallyll
“believes,” “outlook,”kk
involve sigi nigg fi iff cant knowkk
“would,” “should,” “exee px ect,”t
resultstt disii cussed in the forff wrr ardr -looking statementstt
iff nancing; compem tition; the continued success offf and our abilitytt
ive ofo these termrr s or other similar termrr inology. FoFF rwrr ard-looking statementstt
“predict,”t
e,” “estimate,” “potential,”l “continue,” “pl“ an,” “project,”t “targer
including the letter to shareholdersrr contained herein, includes “f“ orff wrr ardr -dd looking statementstt ”
ThiTT sii annual repor
within the meaning ofo apa plpp icable CaCC nadian and/dd o// r U.œ.UU securities lawsww , including our disii cussion ofo our 2023
outlook,kk the housing and other markrr ekk tstt and futff ure dedd mand, the efe fff eff ctstt of our strategie c and restructuring initiatives,
new productstt , and the consummation ofo and exee px ected benefe iff tstt related to acquisii itions. WheWW n used in thisii annual
repor
as
t and letter to shareholdedd rsrr , such forff wrr ardr -dd looking statementstt may be idedd ntifi iff ed byb the use of such wordsr
e
“f“ orff ecast,t ”
“may,”yy
“could,dd ” “will,”l
,”t
ting,” or the
“objective,” “remain,” “anticipat
negat
n and
e
n risii kskk , uncertainties and other faff ctorsrr that may cause the actual resultstt , perfr orff mrr ance or achievementstt ofo
unknowkk
tstt , objb ectives, resultstt ,
resultstt , to be materiallyll difi fff eff rent frff om any fuff ture plans, goalsll , targer
MasMM onite, or industryrr
perfr orff mrr ance or achievementstt exee prx essed or implm ied byb such forff wrr ard-looking statementstt . As a result,t such forff wrr ardr -
looking statementstt should not be read as guaranteesee ofo fff utff ure perfr orff mrr ance or resultstt , should not be undulyll relied
upon, and will not necessarilyll be accurate indications of whether or not such resultstt will be achieved. FacFF torsrr that
could cause actual resultstt
include,e
trends in our end markrr ekk tstt and in economic conditions; reduced levelsll of
but are not limited to, dodd wnwardr
renovation and remodedd ling; and nonresidential building
residential new construction; residedd ntial repae
ir,r
rates, changeg s in mortgt age interest deductions and related taxaa
construction activitytt dudd e to increases in mortgage
to maintain
changes and reduced availabilitytt of fff
relationshipsi with, certain kekk ye customersrr
to
our producdd tstt ; impm actstt on our business frff om weather and climate change; our
accuratelyll anticipi ate dedd mand forff
abilitytt
l; tarifi fff sff
to successfs uff llyll consummate and integre ate acquisii itions; changes in prices ofo raw materialsll and fueff
and evolvll ing tradedd policyc and frff iction betwtt een the UnUU ited œtates and other countries, includid ng ChiCC na, and the
impacm t ofo anti-dumpim ng and countervailing dutdd ies; increases in labor coststt , the availabilitytt ofo labor,r or labor
to manage our operations including potential
relations (i(( .e., disii rupu tions, strikekk s or workrr
s)s and customer credit risii k;k
disii ruptions, manufu aff cturing realignmi
entstt
our capital
product liabilitytt
ions, including our 5 obligi atgg ions under our senior
exee pex nditure requirementstt and to meet our debt service obligat
notes, our termrr
(t(( hett
•A• BLBB FacFF ilitytt •)• ; limitations on operating our business as a result of covenant restrictions under our exee isii ting and
ABLBB FacFF ilitytt ; flff uctuating forff eigni
futff ure indebtedness, including our senior notes, the TeTT rmrr Loan FacFF ilitytt and thett
exee change and interest rates; the continuous operarr tion of our inforff mrr ation technology and enterprrr
isii e resource
kskk and data privacyc requirementstt ;
planning sys syy tems and management ofo potential cyc ber securitytt
that arisii e frff om operating a multinational business; retention of kekk ye
political,l economic and other risii kskk
ations, including the UniUU ted œtates ForFF eigi ngg
management persrr onnel; environmental and other government regul
CorCC rr upt Practices Act (•F• CPCC APP •)• , and anyn changeg s in such regul
lic health isii sues
to reple ace our exee pix ring
and their impam ct on our operations, customer dedd mand and supplyll chain; and our abilitytt
patentstt and to innovate and kekk epe pace with technological developmentstt . ForFF additional inforff mrr ation on identifi yff ing
frff om those stated in the forff wrr ardr -looking stattt ementstt , see
facff
œEœœ C frff om time to time. MasMM onite
MasMM onite’s repor
undertakekk s no obligai
update or revisii e any foff rwrr ardr -looking statement as a result of new
inforff mrr ation, futff ure eventstt or otherwrr isii e, exee cepe t as othtt erwrr isii e required by law.
to generate suffff iff cient cash flff owsww to fund
i
loan credit agrgg eement (t(( he •TeTT rmrr Loan FaFF cilitytt •)• and our asset-based revolving credid t facff
stoppage
(i(( ncludid ng related restructuring charger
e
ations; the scale and scope of pub
tstt on FoFF rmrr s 10-K,KK 10-Q and 8-K fiff led with or furff nisii hed to thett
t of customer concentration and consolidadd tion; our abilitytt
claims and product recallsll ; our abilitytt
torsrr that may cause actual resultstt
to varyrr materiallyll
threatstt and attactt
tion to publiclyll
s)s ; our abilitytt
in lighi
ilitytt
o
e
e
ff
ff
[THIS PAGE INTENTIONALLY LEFT BLANK]
CORPORATE INFORMATION
Corporate Office
2771 Rutherford Road
Concord, Ontario L4K 2N6 Canada
Website
www.masonite.com
Legal Counsel
Cassels Brock Lawyers
Simpson Thatcher & Bartlett LLP
Investor Contact
Richard Leland
Vice President Finance & Treasurer
Marcus Devlin
Director of Investor Relations
1242 East 5th Avenue
Tampa, Florida 33605
Telephone: (813) 877-2726
Email: investorrelations@masonite.com
Independent Auditors
Ernst & Young
Stock Symbol
NYSE: DOOR
Transfer Agent
American Stock Transfer and Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Toll Free# (800) 937-5449
Foreign Holders: (718) 921-8124
www.amstock.com
Quarterly Earnings, News Summaries,
Copies of News Releases and Corporate
Publications
Investor.masonite.com
KEY BRANDS
Board of Directors
Robert J.
Byrne
Chairman of
the Board
Executive Chairman
of Source2, Inc.
Former Founder
and President of
Power Pro Tech
Services, Inc.
Jody L.
Bilney
Retired Chief
Consumer Officer
of Humana, Inc.
Peter R.
Dachowski
Retired Chairman
and Chief
Executive Officer
of CertainTeed
Corporation
Jonathan F.
Foster
Founder and
Managing Director
of Current Capital
Partners LLC
Howard C.
Heckes
President and
Chief Executive
Officer of Masonite
International
Corporation
Daphne E.
Jones
Retired Senior Vice
President – Digital/
Future of Work of
GE Healthcare
William S.
Oesterle
Founder and
Executive Chairman
of tMap, LLC
Former Executive
Chairman of
OurHealth, LLC
and Co-Founder
of Angie’s List
Barry A.
Ruffalo
Former President
& CEO of Astec
Industries, Inc.
Jay I.
Steinfeld
Founder and
Former CEO of
Global Custom
Commerce
(Blinds.com)
Francis M.
Scricco
Retired Senior
Vice President,
Manufacturing,
Logistics and
Procurement of
Avaya, Inc.
Former President
and Chief Executive
Officer of Arrow
Electronics
Management
Howard C. Heckes
President and
Chief Executive Officer
Russell T. Tiejema
Executive Vice President,
Chief Financial Officer
Christopher O. Ball
President – Global Residential
James C. Pelletier
Senior Vice President, General
Counsel and Corporate Secretary
Robert A. Paxton
Senior Vice President,
Human Resources
Clare R. Doyle
Senior Vice President,
Chief Sustainability Officer
Cory J. Sorice
Senior Vice President,
Chief Innovation Officer
Randal A. White
Senior Vice President, Global
Operations and Supply Chain
Daniel J. Shirk
Senior Vice President,
Chief Information Officer
Jennifer M. Renaud
Senior Vice President,
Chief Marketing Officer
Alex A. Legall
Senior Vice President,
Business Leader – Architectural
Victoria L. Philemon
Senior Vice President, Managing
Director Europe Business Segment
masonite.com
©2023 Masonite International Corporation. All rights reserved. MIC-23012