UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-Q

____________________________

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October~~March 131, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 001-11796

____________________________

Masonite International Corporation

(Exact name of registrant as specified in its charter)

____________________________


British Columbia, Canada						98-0377314
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2771 Rutherford Road

Concord, Ontario L4K 2N6 Canada

(Address of principal executive offices)

(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)	DOOR	New York Stock Exchange
(Title of class)	(Trading symbol)	(Name of exchange on which registered)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

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 for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

The registrant had outstanding 21,~~905~~983,~~829~~958 shares of Common Stock, no par value, as of ~~November~~May 63, ~~2023~~2024.

MASONITE INTERNATIONAL CORPORATION

INDEX TO QUARTERLY REPORT ON FORM 10-Q

~~October~~March 131, ~~2023~~2024

PART I		Page
Item 1	Unaudited Financial Statements
	Condensed Consolidated Statements of Income and Comprehensive Income	1
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Changes in Equity	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to the Condensed Consolidated Financial Statements	5
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	2225
Item 3	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4	Controls and Procedures	36
PART II
Item 1	Legal Proceedings	3837
Item 1A	Risk Factors	3837
Item 2	Unregistered Sales of Equity Securities, ~~Use of Proceeds~~ and ~~Issuer~~Use ~~Purchases~~ of ~~Equity Securities~~Proceeds	3837
Item 3	Defaults Upon Senior Securities	3837
Item 4	Mine Safety Disclosures	3837
Item 5	Other Information	3937
Item 6	Exhibits	3938

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the federal securities laws, including, without limitation, statements concerning the conditions in our industry, our operations, our economic performance and financial condition, including, in particular, statements relating to our business and growth strategy and product development efforts 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 facts and can be identified by the use of words such as "may," "might," "could," "will," "would," "should," "expect," "believes," "outlook," "predict," "forecast," "objective," "remain," "anticipate," "estimate," "potential," "continue," "plan," "project," "targeting," and other similar expressions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. These risks and uncertainties include, without limitation, those identified under "Risk Factors" in our Annual Report on Form 10-K for the year ended ~~January~~December 131, 2023, subsequent reports on Form 10-Q and elsewhere in this Quarterly Report.

The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results or those anticipated or predicted by these forward-looking statements:

•restrictions during the pendency of the Acquisition (as defined herein) that may impact our ability to pursue certain business opportunities or strategic transactions;

•risks related to diverting management’s attention from ongoing business operations and disrupting our relationships with third-parties and employees during the pendency of the Acquisition;

•the risk that the Acquisition may not be completed in a timely manner or at all, which may adversely affect our business and the price of our common stock;

•the outcome of any legal proceedings that may be instituted against us related to the Arrangement Agreement (as defined herein) or the Acquisition;

•downward trends in our end markets and in economic conditions;

•reduced levels of residential new construction; residential repair, renovation and remodeling; and non-residential building construction activity due to increases in mortgage rates, changes in mortgage interest deductions and related tax changes and reduced availability of financing;

•competition;

•the continued success of, and our ability to maintain relationships with, certain key customers in light of customer concentration and consolidation;

•our ability to accurately anticipate demand for our products;

•impacts on our business from weather and climate change;

•our ability to successfully consummate and integrate mergers, acquisitions and ~~execute~~ dispositions, including the pending disposition of our Architectural reporting segment;

•our inability to remediate an identified material weakness on a timely basis;

•changes in prices of raw materials and fuel;

•tariffs and evolving trade policy and friction between the United States and other countries, including China, and the impact of anti-dumping and countervailing duties;

•increases in labor costs, the availability of labor or labor relations (i.e., disruptions, strikes or work stoppages);

•our ability to manage our operations including potential disruptions, manufacturing realignments (including related restructuring charges) and customer credit risk;

•product liability claims and product recalls;

•our ability to generate sufficient cash flows to fund our capital expenditure requirements and to meet our debt service obligations, including our obligations under our senior notes, our term loan credit agreement (the "Term Loan Facility") and our asset-based revolving credit facility (the "ABL Facility");

•limitations on operating our business as a result of covenant restrictions under our existing and future indebtedness, including our senior notes, the Term Loan Facility and the ABL Facility;

•fluctuating foreign exchange and interest rates;

•the continuous operation of our current information technology and enterprise resource planning ("ERP") systems, implementation of new ERPs and management of potential cyber security threats and attacks and data privacy requirements;

•political, economic and other risks that arise from operating a multinational business;

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•retention of key management personnel;

•environmental and other government regulations, including the United States Foreign Corrupt Practices Act ("FCPA"), and 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 ability to replace our expiring patents and to innovate and keep pace with technological developments.

We caution you that the foregoing list of important factors is not all-inclusive. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Quarterly Report may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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The Company may use its website and/or social media outlets, such as LinkedIn, as distribution channels of material Company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website at http://investor.masonite.com and its LinkedIn page at https://www.linkedin.com/company/masonitedoors/mycompany/. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Email Alerts” section at http://investor.masonite.com.

iii

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PART I – FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

MASONITE INTERNATIONAL CORPORATION

Condensed Consolidated Statements of Income and Comprehensive Income

(In thousands of U.S. dollars, except per share amounts)

	Three Months Ended				Nine Months Ended
	October 1, 2023		October 2, 2022		October 1, 2023		October 2, 2022
Net sales	$	702,247	$	727,626	$	2,170,115	$	2,215,717
Cost of goods sold	536,548		560,442		1,655,558		1,684,799
Gross profit	165,699		167,184		514,557		530,918
Selling, general and administration expenses	98,625		82,690		299,076		256,266
Restructuring costs (benefit)	1,900		(141)		8,643		(221)
Operating income	65,174		84,635		206,838		274,873
Interest expense, net	11,913		10,266		39,653		31,098
Other (income) expense, net	(1,083)		211		(1,581)		(1,604)
Income before income tax expense	54,344		74,158		168,766		245,379
Income tax expense	12,041		16,376		38,074		59,502
Net income	42,303		57,782		130,692		185,877
Less: net income attributable to non-controlling interests	817		745		2,470		2,743
Net income attributable to Masonite	$	41,486	$	57,037	$	128,222	$	183,134
Basic earnings per common share attributable to Masonite	$	1.89	$	2.56	$	5.81	$	8.09
Diluted earnings per common share attributable to Masonite	$	1.86	$	2.54	$	5.73	$	8.01
Comprehensive income:
Net income	$	42,303	$	57,782	$	130,692	$	185,877
Other comprehensive (loss) income:
Foreign currency translation (loss) gain	(9,837)		(29,021)		7,653		(59,518)
Amortization of actuarial net losses	191		6		574		18
Income tax expense related to other comprehensive income (loss)	(57)		(45)		(131)		(58)
Other comprehensive (loss) income, net of tax:	(9,703)		(29,060)		8,096		(59,558)
Comprehensive income	32,600		28,722		138,788		126,319
Less: comprehensive income attributable to non-controlling interests	734		700		2,543		3,339
Comprehensive income attributable to Masonite	$	31,866	$	28,022	$	136,245	$	122,980

(Unaudited)


	Three Months Ended
	March 31, 2024		April 2, 2023
Net sales	$	668,339	$	725,984
Cost of goods sold	502,869		555,493
Gross profit	165,470		170,491
Selling, general and administration expenses	152,644		101,705
Restructuring costs	1,394		3,678


Operating income	11,432		65,108
Interest expense, net	12,022		14,252

Other (income) expense, net	(85,250)		52
Income before income tax expense	84,660		50,804
Income tax expense	23,278		11,360
Net income	61,382		39,444
Less: net income attributable to non-controlling interests	327		953
Net income attributable to Masonite	$	61,055	$	38,491

Basic earnings per common share attributable to Masonite	$	2.79	$	1.74
Diluted earnings per common share attributable to Masonite	$	2.74	$	1.71

Comprehensive income:
Net income	$	61,382	$	39,444
Other comprehensive (loss) income:
Foreign currency translation (loss) gain	(4,907)		8,949


Amortization of actuarial net losses	218		191
Income tax expense related to other comprehensive (loss) income	(9)		(45)
Other comprehensive (loss) income, net of tax:	(4,698)		9,095
Comprehensive income	56,684		48,539
Less: comprehensive income attributable to non-controlling interests	172		945
Comprehensive income attributable to Masonite	$	56,512	$	47,594

See accompanying notes to the condensed consolidated financial statements.

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MASONITE INTERNATIONAL CORPORATION

Condensed Consolidated Balance Sheets

(In thousands of U.S. dollars, except share amounts)

(Unaudited)

ASSETS	~~October~~March 131, ~~2023~~2024		~~January~~December 131, 2023
Current assets:
Cash and cash equivalents	$	~~360~~230,~~482~~441	$	~~296~~137,~~922~~414
Restricted cash	1112,~~926~~426		11,~~999~~926
Accounts receivable, net	~~354~~336,~~995~~472		~~375~~326,~~918~~224
Inventories, net	~~364~~383,~~181~~866		~~406~~391,~~828~~199
Prepaid expenses and other assets	6560,~~305~~168		5560,~~051~~092
Income taxes receivable	2427,~~703~~928		1626,~~922~~544
Total current assets	1,~~181~~051,~~592~~301		1953,~~163,640~~399
Property, plant and equipment, net	~~734~~743,~~567~~900		~~652~~747,~~329~~970
Operating lease right-of-use assets	~~190~~235,~~840~~408		~~160~~202,~~695~~806
Investment in equity investees	1921,~~366~~360		1620,~~111~~378
Goodwill	~~253~~294,~~871~~846		69294,~~868~~710
Intangible assets, net	~~247~~391,~~763~~913		~~136~~402,~~056~~941
Deferred income taxes	2310,~~401~~420		1626,~~133~~658
Other assets	3437,~~506~~570		3336,~~346~~517
Total assets	$	2,~~685~~786,~~906~~718	$	2,~~248~~685,~~178~~379
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	~~140~~151,~~310~~392	$	~~111~~113,~~526~~208
Accrued expenses	~~213~~225,~~920~~500		~~223~~240,~~046~~476
Income taxes payable	611,~~728~~281		143,~~361~~400
Current portion of long-term debt	37,500		—37,500
Total current liabilities	~~398~~425,~~458~~673		~~348~~394,~~933~~584
Long-term debt	1,~~058~~040,~~210~~536		~~866~~1,~~116~~049,384
Long-term operating lease liabilities	~~178~~226,~~009~~058		~~151~~186,~~242~~647
Deferred income taxes	~~118~~116,~~394~~348		79120,~~590~~278
Other liabilities	7658,~~116~~049		5975,~~515~~158
Total liabilities	1,~~829~~866,~~187~~664		1,~~505~~826,~~396~~051
Commitments and Contingencies (Note 7)
Equity:
Share capital: unlimited shares authorized, no par value, 21,903,821 and 22,155,035 shares issued and outstanding as of October 1, 2023, and January 1, 2023, respectively	525,709		520,003
Share capital: unlimited shares authorized, no par value, 21,976,156 and 21,835,474 shares issued and outstanding as of March 31, 2024, and December 31, 2023, respectively	538,746		525,232
Additional paid-in capital	~~226~~223,~~950~~442		~~226~~231,~~514~~332
Retained earnings	~~227~~272,~~298~~936		~~127~~211,~~826~~881
Accumulated other comprehensive loss	(~~134~~124,~~201~~735)		(~~142~~120,~~224~~192)
Total equity attributable to Masonite	~~845~~910,~~756~~389		~~732~~848,~~119~~253
Equity attributable to non-controlling interests	109,~~963~~665		1011,~~663~~075
Total equity	~~856~~920,~~719~~054		~~742~~859,~~782~~328
Total liabilities and equity	$	2,~~685~~786,~~906~~718	$	2,~~248~~685,~~178~~379

See accompanying notes to the condensed consolidated financial statements.

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MASONITE INTERNATIONAL CORPORATION

Condensed Consolidated Statements of Changes in Equity

(In thousands of U.S. dollars, except share amounts)

(Unaudited)

Three Months Ended

~~Nine Months Ended~~

October 1, 2023

October 2, 2022

October 1, 2023

October 2, 2022

March 31, 2024

April 2, 2023

Total equity, beginning of period

~~829~~859,~~825~~328

~~663~~742,~~065~~782

~~742,782~~

~~699,778~~

Share capital:

Beginning of period

~~526~~525,~~816~~232

~~521~~520,~~243~~003

~~520,003~~

~~543,400~~

Common shares issued for delivery of share based awards

~~594~~12,504

~~555~~12,372

~~14,434~~

~~13,531~~

Common shares issued under employee stock purchase plan

~~848~~1,010

~~777~~806

~~1,654~~

~~1,574~~

Common shares repurchased

~~(2,549)~~—

—(4,025)

~~(10,382)~~

~~(35,930)~~

End of period

~~525~~538,~~709~~746

~~522~~529,~~575~~156

~~525,709~~

~~522,575~~

Additional paid-in capital:

Beginning of period

~~223~~231,~~540~~332

~~216~~226,~~653~~514

~~226,514~~

~~222,177~~

Share based compensation expense

46,~~282~~930

56,~~556~~054

~~17,439~~

~~16,251~~

Common shares issued for delivery of share based awards

(~~594~~12,504)

(~~555~~12,372)

~~(14,434)~~

~~(13,531)~~

Common shares withheld to cover income taxes payable due to delivery of share based awards

(~~192~~2,094)

(~~223~~1,960)

~~(2,257)~~

~~(3,332)~~

Common shares issued under employee stock purchase plan

(86222)

(73226)

~~(312)~~

~~(207)~~

End of period

~~226~~223,~~950~~442

~~221~~218,~~358~~010

~~226,950~~

~~221,358~~

Retained earnings:

Beginning of period

~~193~~211,~~262~~881

46127,~~271~~826

~~127,826~~

~~24,244~~

Net income attributable to Masonite

4161,~~486~~055

5738,~~037~~491

~~128,222~~

~~183,134~~

Common shares repurchased

~~(7,450)~~—

—(10,692)

~~(28,750)~~

~~(104,070)~~

End of period

~~227~~272,~~298~~936

~~103~~155,~~308~~625

~~227,298~~

~~103,308~~

Accumulated other comprehensive loss:

Beginning of period

(~~124~~120,~~581~~192)

(~~132~~142,~~721~~224)

~~(142,224)~~

~~(101,582)~~

Other comprehensive (loss) income attributable to Masonite, net of tax

(94,~~620~~543)

~~(29~~9,~~015)~~103

~~8,023~~

~~(60,154)~~

End of period

(~~134~~124,~~201~~735)

(~~161~~133,~~736~~121)

~~(134,201)~~

~~(161,736)~~

Equity attributable to non-controlling interests:

Beginning of period

1011,~~788~~075

1110,~~619~~663

~~10,663~~

~~11,539~~

Net income attributable to non-controlling interests

~~817~~327

~~745~~953

~~2,470~~

~~2,743~~

Other comprehensive (loss) income attributable to non-controlling interests, net of tax

(83)

(45)

596

Other comprehensive loss attributable to non-controlling interests, net of tax

(155)

(8)

Dividends to non-controlling interests

(~~559~~1,582)

(~~1,185~~554)

~~(2,243)~~

~~(3,744)~~

End of period

109,~~963~~665

11,~~134~~054

~~10,963~~

~~11,134~~

Total equity, end of period

~~856~~920,~~719~~054

~~696~~780,~~639~~724

~~856,719~~

~~696,639~~

Common shares outstanding:

Beginning of period

21,~~995~~835,~~420~~474

22,~~259~~155,~~356~~035

~~22,155,035~~

~~23,623,887~~

Common shares issued for delivery of share based awards

6130,~~193~~179

7142,~~718~~943

~~165,313~~

~~191,166~~

Common shares issued under employee stock purchase plan

810,~~537~~503

8,~~538~~827

~~17,470~~

~~16,567~~

Common shares repurchased

~~(106,329)~~—

—(168,523)

~~(433,997)~~

~~(1,556,008)~~

End of period

21,~~903~~976,~~821~~156

22,~~275~~138,~~612~~282

~~21,903,821~~

~~22,275,612~~

See accompanying notes to the condensed consolidated financial statements.

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MASONITE INTERNATIONAL CORPORATION

Condensed Consolidated Statements of Cash Flows

(In thousands of U.S. dollars)

(Unaudited)

	Nine Months Ended
	Three Months Ended
Cash flows from operating activities:	~~October~~March 131, ~~2023~~2024		~~October~~April 2, ~~2022~~2023
Net income	$	~~130~~61,~~692~~382	$	~~185~~39,~~877~~444
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation	6727,~~355~~568		5121,~~977~~485
Amortization	2110,~~915~~876		137,~~164~~421
Share based compensation expense	176,~~439~~930		166,~~251~~054
Deferred income taxes	~~(13~~12,~~618)~~196		~~(4,675)~~885
Unrealized foreign exchange (gain) loss	(312)		859
Unrealized foreign exchange gain	(234)		(97)
Share of income from equity investees, net of tax	(~~3,186~~838)		(~~3,944~~748)
Dividend from equity investee	3,150		4,500
Pension and post-retirement funding, net of expense	(683)		(509)
Pension and post-retirement funding, net of expense	(1,446)		140
Non-cash accruals and interest	1,420		1,445
Non-cash accruals and interest	3,384		199
Loss on sale of property, plant and equipment	1,068		1,038
Loss (gain) on sale of property, plant and equipment	3,319		(1,245)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	30(6,~~972~~692)		(705,~~530~~457)
Inventories	886,~~087~~494		~~(101~~34,~~305)~~024
Prepaid expenses and other assets	(~~20,714~~197)		85(7,730)
Accounts payable and accrued expenses	18,~~512~~362		(333,~~307~~223)
Other assets and liabilities	~~(18~~5,~~138)~~670		(57,~~127~~685)
Net cash flow provided by operating activities	~~310~~133,~~411~~322		8256,~~919~~347
Cash flows from investing activities:
Additions to property, plant and equipment	(8625,~~172~~764)		(6527,~~792~~827)
Acquisition of businesses, net of cash acquired	(~~352,886~~392)		—(353,618)
Proceeds from sale of property, plant and equipment	56—		~~6,393~~4
Proceeds from repayment of note receivable	~~12,000~~—		—12,000
Other investing activities	(~~5,886~~455)		(23,~~068~~511)
Net cash flow used in investing activities	(~~432~~26,~~888~~611)		(61372,~~467~~952)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	~~250,000~~—		—250,000
Repayments of long-term debt	(189,~~750~~375)		—
Payment of debt issuance costs	~~(3,628)~~—		—(3,628)
Proceeds from borrowings on revolving credit facilities	~~100,000~~—		—100,000
Repayments of borrowings on revolving credit facilities	~~(100,000)~~—		—(100,000)
Tax withholding on share based awards	(2,~~257~~094)		(31,~~332~~960)
Distributions to non-controlling interests	(21,~~243~~582)		(~~2,500~~554)
Repurchases of common shares	~~(39,132)~~—		(~~140~~14,~~000~~717)
Net cash flow provided by (used in) financing activities	183,990		(145,832)
Net cash flow (used in) provided by financing activities	(13,051)		229,141
Net foreign currency translation adjustment on cash	~~1,974~~(133)		~~(4,421)~~855
Increase (decrease) in cash, cash equivalents and restricted cash	6393,~~487~~527		(~~128~~86,~~801~~609)
Cash, cash equivalents and restricted cash, beginning of period	~~308~~149,~~921~~340		~~391~~308,~~505~~921
Cash, cash equivalents and restricted cash, at end of period	$	~~372~~242,~~408~~867	$	~~262~~222,~~704~~312

See accompanying notes to the condensed consolidated financial statements.

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MASONITE INTERNATIONAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Business Overview and Significant Accounting Policies

Unless we state otherwise or the context otherwise requires, references to "Masonite," "we," "our," "us" and the "Company" in these notes to the condensed consolidated financial statements refer to Masonite International Corporation and its subsidiaries.

Description of Business

Masonite International Corporation is a leading global designer, manufacturer, marketer and distributor of interior and exterior doors, and door ~~system~~solutions ~~components~~for the residential and ~~door~~non-residential ~~systems~~building ~~for~~construction ~~the~~markets' new construction and repair, renovation and remodeling sectors ~~of the residential and non-residential building construction markets~~. Masonite operates 6364 manufacturing locations in seven countries and sells doors to customers throughout the world, ~~with~~including ~~our largest markets being~~ the United States, Canada and the United Kingdom.

Basis of Presentation

We prepare these unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") and applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair presentation of the results for the interim periods presented have been included. All significant intercompany balances and transactions have been eliminated. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. These estimates are based on information available as of the date of the unaudited condensed consolidated financial statements; therefore, actual results could differ from those estimates. Interim results are not necessarily indicative of the results for a full year.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended ~~January~~December 131, 2023, as filed with the SEC (the "Annual Report"). Our fiscal year is the 52- or 53-week period ending on the Sunday closest to December 31. In a 52-week year, each fiscal quarter consists of 13 weeks. For ease of disclosure, the 13-week periods are referred to as three-month periods and the 52- or 53-week periods are referred to as a year.

Changes in Accounting Standards and Policies

There have been no changes in the significant accounting policies from those that were disclosed in the fiscal year ~~2022~~2023 audited consolidated financial statements, other than as noted below.

Adoption of Recent Accounting Pronouncements

In December 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 for those transactions and (3) the effect of those transactions on an entity's financial statements. The guidance is effective for annual periods beginning after December 15, 2021, with early adoption permitted. We adopted the new guidance as of January 3, 2022, the beginning of fiscal year 2022, and the adoption did not have a material impact on our financial statements.

In October 2021, the FASB issued ASU 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASU 2014-09, "Revenue from Contracts with Customers" as if the entity had originated the contracts. We adopted the new guidance as of January 1, 2023, the beginning of fiscal year 2023, and the adoption did not have a material impact on our financial statements.

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, with early application permitted. We adopted the new guidance as of January 1, 2024, the beginning of fiscal year 2024, and the adoption did not have a material impact on our financial statements.

Other Recent Accounting Pronouncements not yet Adopted

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740) - Improvements to Income Tax Disclosures," which requires public business entities to annually disclose specific categories in the rate reconciliation and

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(Unaudited)

provide additional information for reconciling items that meet a quantitative threshold. The guidance is effective for fiscal years beginning after December 15, 2024, with early application permitted. We did not early adopt and believe the adoption of this new guidance will not have a material impact on our financial statements.

2. Acquisitions and Divestitures

Arrangement Agreement with Owens Corning

On February 8, 2024, we entered into an Arrangement Agreement (the “Arrangement Agreement”) with Owens Corning (“Owens Corning”), a Delaware corporation, and MT Acquisition Co LLC (“Purchaser”), a British Columbia unlimited liability company and a wholly owned subsidiary of Owens Corning. Subject to the terms and conditions of the Arrangement Agreement, Owens Corning, through Purchaser, agreed to acquire the Company for $133.00 per issued and outstanding share of our common stock, no par value (the “Shares”), in an all-cash transaction. Pursuant to the Arrangement Agreement, following consummation of implementation of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the “Transaction”), the Company will be a wholly owned subsidiary of Owens Corning.

Pursuant to the terms of the Arrangement Agreement, and subject to the terms and conditions set forth therein, at the effective time of the Transaction (the “Effective Time”), each Share (other than any Share that is held by Owens Corning or any of its subsidiaries or any Share as to which dissent rights have been properly exercised by the holder thereof in accordance with British Columbia law) issued and outstanding immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive $133.00 in cash, without interest.

If the Arrangement Agreement is terminated under certain specified circumstances, we or Owens Corning will be required to pay a termination fee. We will be required to pay Owens Corning a termination fee of $75.0 million under specified circumstances, including (a) termination of the Arrangement Agreement in connection with our entry into an agreement with respect to a Superior Proposal (as defined in the Arrangement Agreement) prior to us receiving stockholder approval of the Transaction, (b) termination by Owens Corning upon an Adverse Recommendation Change (as defined in the Arrangement Agreement), or (c) termination in certain circumstances by either Owens Corning or us upon failure to obtain Masonite Shareholder Approval (as defined in the Arrangement Agreement) or by Owens Corning if we breach our representations, warranties or covenants in a manner that would result in a failure of an applicable closing condition to be satisfied and, if curable, we fail to cure such breach during specific time periods, in each case, if certain other conditions are met. Owens Corning will be required to pay us a reverse termination fee under specified circumstances, including termination of the Arrangement Agreement due to a permanent injunction arising from Competition Laws (as defined in the Arrangement Agreement) when we are not then in material breach of any provision of the Arrangement Agreement and if certain other conditions are met, in an amount equal to $150.0 million.

The consummation of the Transaction is subject to customary closing conditions, including, among others, (1) the adoption of a resolution approving the Transaction by at least two-thirds of the votes cast by our shareholders represented in person or by proxy at the special meeting, (2) the issuance of interim and final orders by the Supreme Court of British Columbia approving the Transaction, (3) the expiration or termination of any applicable waiting period or periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the receipt of certain required regulatory clearances and approvals in other jurisdictions under applicable antitrust and foreign direct investment laws and regulations, including in Canada, Mexico and the United Kingdom, and (4) the absence of any law, injunction, order or other judgment prohibiting, rendering illegal or permanently enjoining the consummation of the Transaction, certain of which are still pending. On April 25, 2024, Masonite shareholders approved the Transaction at a special meeting of shareholders and the applicable waiting period under the HSR Act expired at 11:59 p.m. on April 26, 2024. Each of Masonite’s and Owens Corning’s obligation to consummate the Transaction is also subject to the accuracy of the other party’s representations and warranties contained in the Arrangement Agreement (subject, with specified exceptions, to materiality or “Material Adverse Effect” standards), the other party’s performance of its covenants and agreements in the Arrangement Agreement in all material respects, and in the case of Purchaser’s obligation to consummate the Transaction, the absence of any “Material Adverse Effect” relating to us. The Transaction is currently expected to close by mid-2024, subject to the satisfaction (or waiver, if applicable) of each closing condition.

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(Unaudited)

Acquisitions

On January 3, 2023, we completed the acquisition of 100% of the outstanding equity of EPI Holdings, Inc. ("Endura"), for total consideration of approximately$403.3 million, including an $18.0 million holdback which is payable 24 months after the acquisition date and was recorded in the consolidated balance sheets as a component of other liabilities. Endura is a leading innovator and manufacturer of high-performance door frames and door system components in the United States. Endura’s product offerings include engineered frames, self-adjusting sill systems, weather sealing, multi-point locks and installation accessories used by builders and contractors in residential new construction as well as repair and remodeling applications. The acquisition is intended to accelerate our Doors That Do MoreTM strategy and maximize our growth potential. The $182.9 million excess purchase price over the fair value of tangible and intangible assets acquired was allocated to goodwill. The goodwill principally represents anticipated synergies to be gained from the integration into our existing business and acquisition of the assembled workforce. This goodwill is not deductible for tax purposes and relates to the North American Residential segment.Fleetwood

~~The~~On ~~Company~~October ~~has~~19, ~~accounted~~2023, ~~for~~the Company completed the acquisition asof aall ~~business~~of ~~combination~~the issued and ~~allocated~~outstanding ~~the~~limited ~~preliminary~~liability ~~estimated~~company ~~purchase~~interests ~~price~~of toFleetwood ~~the~~Aluminum ~~estimated~~Products, ~~fair~~LLC ~~values~~(“Fleetwood”). The total consideration for this acquisition amounted to approximately $279.5 million, inclusive of ~~assets~~$26.2 million ~~acquired~~designated for potential purchase price adjustments and ~~liabilities~~indemnification ~~assumed~~claims ~~utilizing~~and ~~various~~which ~~valuation~~is ~~methods~~currently ~~including~~held ~~replacement~~in ~~cost,~~an ~~market~~escrow ~~values~~account ~~and~~controlled ~~the~~by ~~income~~a ~~approach~~third party. The ~~Company~~total ~~has~~consideration ~~not~~was ~~yet~~funded ~~completed~~with ~~its~~a ~~evaluation~~combination of cash on hand and ~~determination~~borrowings ofunder ~~certain~~the ~~assets~~ABL ~~acquired~~Facility. Fleetwood is a leading designer and ~~liabilities~~manufacturer ~~assumed~~of premium, ~~primarily~~aluminum-framed ~~(i)~~glass ~~the~~door ~~final~~and ~~valuation~~window ofsolutions ~~intangible~~for ~~assets~~luxury ~~related~~homes. toTheir ~~customers~~products ~~relationships,~~include ~~patents~~multi-slide and ~~trade~~pocket ~~names~~glass patio doors, pivot and ~~(ii)~~hinged ~~the~~glass ~~final~~entry ~~assessment~~doors and ~~valuation~~folding ofglass ~~certain~~door ~~other~~wall ~~assets~~systems, ~~acquired~~as ~~and~~well ~~liabilities~~as ~~assumed,~~accompanying ~~including~~premium ~~inventory,~~window ~~property,~~products. ~~plant~~The ~~and~~acquisition ~~equipment,~~aligns ~~leases,~~with ~~and~~the ~~deferred~~Doors ~~income~~That ~~taxes,~~Do ~~which~~MoreTM ~~could~~strategy ~~also~~focused ~~impact~~on ~~goodwill~~bringing ~~during~~differentiated door systems to the ~~measurement~~residential ~~period~~market.

The Company has accounted for the acquisition as a business combination and allocated the preliminary estimated purchase price to the estimated fair values of assets acquired and liabilities assumed utilizing various valuation methods including replacement cost, market values and the income approach. The Company has not yet completed its evaluation and determination of the value of certain assets acquired and liabilities assumed, primarily involving (i) certain historical information used in the final valuation of intangible assets, and (ii) the final assessment and valuation of inventory and deferred income taxes, which could impact goodwill during the measurement period. The $73.9 million excess purchase price over the fair value of tangible and intangible assets acquired was allocated to goodwill. Goodwill represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized, such as the delivery of luxury products, which supports our Doors That Do MoreTM strategy. This goodwill is deductible for tax purposes and relates to the North American Residential segment.

The allocation of the purchase price to assets acquired and liabilities assumed is as follows:

(In thousands)	Initial Purchase Price Allocation		Measurement Period Adjustments		~~Preliminary~~ Purchase Price Allocation
Cash acquired	$	325,~~501~~169	$	~~(100)~~—	$	325,~~401~~169
Accounts receivable, net	75,~~871~~584		~~290~~—		85,~~161~~584
Inventories, net	4439,~~183~~248		35—		4439,~~218~~248
Property, plant and equipment, net	54,373		10,576		64,949
Prepaid expenses and other	957		—		957
Goodwill	189,938		(7,044)		182,894
Property, plant and equipment, net	8,072		—		8,072
Intangible assets	135,800		(7,400)		128,400
Right-of-use asset	16,009		—		16,009
Accounts payable and accrued expenses	(15,088)		(190)		(15,278)
Intangible assets	163,900		—		163,900
Deferred income taxes	(44,345)		(946)		(45,291)
Total assets acquired	238,939		—		238,939
Other assets and liabilities, net	2,868		(35)		2,833
Accounts payable and accrued expenses	(20,773)		—		(20,773)
Total purchase price	$	408,101	$	(4,814)	$	403,287
Operating lease liability	(12,546)		—		(12,546)
Total liabilities assumed	(33,319)		—		(33,319)
Goodwill	73,464		392		73,856
Total purchase price	$	279,084	$	392	$	279,476

The fair values of intangible assets acquired are based on management's estimates and assumptions including the income approach, the cost approach and the market approach. Customer relationships and patents acquired are not expected to have any residual value. The gross contractual value of acquired trade receivables was $5.6 million.

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(Unaudited)

Endura

On January 3, 2023, we completed the acquisition of 100% of the outstanding equity of EPI Holdings, Inc. ("Endura"), for total consideration of approximately $403.3 million, including an $18.0 million holdback which is payable 24 months after the acquisition date and was recorded in the consolidated balance sheets as a component of other liabilities. The total consideration was funded with borrowings under our Term Loan Facility and ABL Facility. Endura is a leading innovator and manufacturer of high-performance door frames and door system components in the United States. Endura’s product offerings include engineered frames, self-adjusting sill systems, weather sealing, multi-point locks and installation accessories used by builders and contractors in residential new construction as well as repair and remodeling applications. The acquisition is intended to accelerate our Doors That Do MoreTM strategy and maximize our growth potential. The $181.2 million excess purchase price over the fair value of tangible and intangible assets acquired was allocated to goodwill. The goodwill principally represents anticipated synergies to be gained from the integration into our existing business and acquisition of the assembled workforce. This goodwill is not deductible for tax purposes and relates to the North American Residential segment.

The Company has accounted for the acquisition as a business combination and allocated the estimated purchase price to the estimated fair values of assets acquired and liabilities assumed utilizing various valuation methods including replacement cost, market values and the income approach.

The allocation of the purchase price to assets acquired and liabilities assumed is as follows:


(In thousands)	Initial Purchase Price Allocation		Measurement Period Adjustments		Purchase Price Allocation
Cash acquired	$	32,501	$	(100)	$	32,401
Accounts receivable, net	7,871		290		8,161
Inventories, net	44,183		35		44,218
Property, plant and equipment, net	54,373		10,520		64,893
Intangible assets	135,800		(7,400)		128,400
Other assets and liabilities, net	2,868		(38)		2,830
Total assets acquired	277,596		3,307		280,903

Accounts payable and accrued expenses	(15,088)		(190)		(15,278)
Deferred income taxes	(44,345)		849		(43,496)
Total liabilities assumed	(59,433)		659		(58,774)

Goodwill	189,938		(8,780)		181,158
Total purchase price	$	408,101	$	(4,814)	$	403,287

The fair values of intangible assets acquired are based on management's estimates and assumptions including the income approach, the cost approach and the market approach. The intangible assets acquired are not expected to have any residual value. The gross contractual value of acquired trade receivables was $8.3 million.

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(Unaudited)

Intangible assets acquired from the ~~Endura~~2023 ~~acquisition~~acquisitions consist of the following:

	Fair Value (in thousands)		Expected Useful Life (Years)
(In thousands, except useful life amounts)	Endura		Expected Useful Life (Years)	Fleetwood		Expected Useful Life (Years)
Customer relationships	$	108,600	1015	$	112,100	12
Trademarks and trade names	6,600		10	25,200		Indefinite
Patents	13,200		12	22,600		10
Total intangible assets acquired	$	128,400
Backlog	—			4,000		1
Total intangible assets acquired	$	128,400		$	163,900

~~Endura's~~The ~~results~~following ofschedule ~~operations~~represents ~~were included in~~ the ~~condensed~~amounts ~~consolidated statements~~ of ~~income~~net sales and ~~comprehensive~~net income ~~for~~(loss) ~~the~~attributable ~~period subsequent~~ to ~~the~~Masonite ~~acquisition~~from ~~date. For~~ the ~~three~~2023 ~~and~~acquisitions ~~nine~~that ~~months~~have ~~ended~~been ~~October 1,~~included ~~2023,~~in ~~Endura~~the ~~had~~consolidated ~~net~~statements ~~sales~~ of ~~$59.7 million~~income and ~~$178.9 million,~~comprehensive ~~respectively.~~income ~~For~~for the ~~three~~periods ~~and~~indicated ~~nine~~subsequent ~~months ended October 1, 2023, Endura had $1.7 million in net income attributable~~ to ~~Masonite~~the ~~and~~acquisition $1date.~~5 million~~ ~~in net loss attributable to Masonite, respectively.~~


	Three Months Ended March 31, 2024
(In thousands)	Endura		Fleetwood		Total 2023 Acquisitions
Net sales	$	53,434	$	27,303	$	80,737
Net income attributable to Masonite	3,440		1,682		5,122

For the three months ended April 2, 2023, Endura had $59.8 million in net sales and $4.5 million in net loss attributable to Masonite.

Pro Forma Information

The following unaudited pro forma financial information represents the consolidated financial information as if the ~~Endura~~Fleetwood acquisition had been included in our consolidated results beginning on ~~January 2, 2022,~~ the first day of the fiscal year prior to the ~~respective~~ acquisition date. The pro forma results have been calculated after adjusting the results of the acquired ~~entities~~entity to remove intercompany transactions and to reflect the additional depreciation, amortization and interest expense that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets and the additional debt incurred to fund the acquisition had been applied on the first day of the fiscal year prior to the ~~respective~~ acquisition date, together with the consequential tax effects. The pro forma results do not reflect any cost savings, ~~operating synergies~~ or revenue enhancements that the combined companies may achieve as a result of the acquisition; the costs to combine the companies' operations; or the costs necessary to achieve these costs savings, ~~operating synergies~~ and revenue enhancements. As a result, the pro forma information below does not purport to represent actual results had the acquisition been consummated on the date indicated and it is not necessarily indicative of future results of operations.

	Three Months Ended October 2, 2022
	Three Months Ended
(In thousands, except per share amounts)	Masonite		Endura		Pro Forma Adjustments		Pro Forma
(In thousands, except per share information)	April 2, 2023
Net sales	$	~~727~~780,~~626~~584	$	~~67,950~~	$	~~2,942~~	$	~~798,518~~
Net income attributable to Masonite	5749,~~037~~174		~~1,775~~		~~(9,832)~~		~~48,980~~
Basic earnings per common share	$	2.56					$	2.20
Basic earnings per common share attributable to Masonite	$	2.22
Diluted earnings per common share	$	2.54					$	2.18
Diluted earnings per common share attributable to Masonite	$	2.19

	Nine Months Ended October 2, 2022
(In thousands, except per share amounts)	Masonite		Endura		Pro Forma Adjustments		Pro Forma
Net sales	$	2,215,717	$	214,145	$	(2,878)	$	2,426,984
Net income attributable to Masonite	183,134		9,225		(23,563)		168,796
Basic earnings per common share	$	8.09					$	7.46
Diluted earnings per common share	$	8.01					$	7.38

Divestitures

AsOn ~~previously~~April 23, ~~disclosed~~2024, we ~~are~~entered ~~actively~~into ~~reviewing~~an ~~strategic~~agreement ~~alternatives~~to ~~for~~sell our Architectural reporting segment, ~~including~~for a ~~potential~~purchase ~~sale~~price of ~~some~~approximately or$75 million ~~all~~subject ofto ~~the~~customary ~~business~~post-closing adjustments. ~~There~~We ~~can~~expect beto nocomplete ~~assurance~~the ~~that~~transaction ain ~~potential~~the ~~transaction~~second ~~will~~quarter beof 2024. Refer to Note 16. Subsequent Events for additional information.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

consummated or on what terms. If a transaction is consummated, depending on the sale price, we could incur an impairment charge related to the book value of the segment's assets. This charge could be material.

3. Accounts Receivable

Our customers consist mainly of retailers, distributors and contractors. Our ten largest customers accounted for 5962.45% and 6265.32% of total accounts receivable as of ~~October~~March 131, ~~2023~~2024, and ~~January~~December 131, 2023, respectively. ~~Our~~Each of our two largest ~~customer~~customers, The Home Depot, Inc., ~~accounted for more than 10% of the consolidated gross accounts receivable balance as of October 1, 2023,~~ and ~~January 1, 2023. In addition,~~ Lowe's Companies, Inc., accounted for more than 10% of the consolidated gross accounts receivable balance as of ~~October~~March 131, 2024, and December 31, 2023. The allowance for doubtful accounts balance was $21.98 million and $23.51 million as of ~~October~~March 131, ~~2023~~2024, and ~~January~~December 131, 2023, respectively.

We maintain an accounts receivable sales program with a third party (the "AR Sales Program"). Under the AR Sales Program, we can transfer ownership of eligible trade accounts receivable of certain customers. Receivables are sold outright to a third party who assumes the full risk of collection, without recourse to us in the event of a loss. Transfers of receivables under this AR Sales Program are accounted for as sales. Proceeds from the transfers reflect the face value of the accounts receivable less a discount. Receivables sold under the AR Sales Program are excluded from trade accounts receivable in the condensed consolidated balance sheets and are included in cash flows from operating activities in the condensed consolidated statements of cash flows. The discounts on the sales of trade accounts receivable sold, if any, under the AR Sales Program were not material for any of the periods presented and were recorded in selling, general and administration expenses within the condensed 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 receivables are established in jurisdictions where VAT paid exceeds VAT collected and are recoverable through the filing of refund claims.

Certain wood moldings and millwork products being imported into the U.S. are subject to ~~import~~anti-dumping ~~tariffs~~and countervailing duties. ~~Tariff~~Duty deposits are paid to the government at time of entry into the U.S. and ~~are~~may ~~recoverable~~later be adjusted through an ~~assessment~~administrative review process.

4. Inventories

The amounts of inventory on hand were as follows as of the dates indicated:

(In thousands)	~~October~~March 131, ~~2023~~2024		~~January~~December 131, 2023
Raw materials	$	~~241~~284,~~455~~818	$	~~320~~296,~~553~~747
Finished goods	~~138~~112,~~129~~647		95106,~~005~~919
Provision for obsolete or aged inventory	(1513,~~403~~599)		(812,~~730~~467)
Inventories, net	$	~~364~~383,~~181~~866	$	~~406~~391,~~828~~199

5. Accrued Expenses

The details of our accrued expenses were as follows as of the dates indicated:

(In thousands)	~~October~~March 131, ~~2023~~2024		~~January~~December 131, 2023
Accrued payroll	$	7061,~~059~~581	$	6981,~~224~~004
Accrued rebates	5438,~~976~~137		5051,~~200~~457
Current portion of operating lease liabilities	2730,~~554~~353		2432,~~372~~299
Accrued interest	98,~~477~~428		1618,~~480~~296
Other accruals	5187,~~854~~001		6257,~~770~~420
Total accrued expenses	$	~~213~~225,~~920~~500	$	~~223~~240,~~046~~476

810

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(Unaudited)

6. Long-Term Debt

(In thousands)

~~October~~March 131, ~~2023~~2024

~~January~~December 131, 2023

Senior unsecured notes, interest rate of 3.50%, due 2030

375,000

Senior unsecured notes, interest rate of 5.375%, due 2028

500,000

Term Loan Facility, interest rate of SOFR plus 2.25%, due 2027

~~231~~212,~~250~~500

—221,875

Debt issuance costs

(109,~~540~~464)

(89,~~884~~991)

Total debt (including current portion)

1,~~095~~078,~~710~~036

~~866~~1,~~116~~086,884

Less: debt due within one year

(37,500)

—(37,500)

Total long-term debt (excluding current portion)

1,~~058~~040,~~210~~536

~~866~~1,~~116~~049,384

Interest expense related to our consolidated indebtedness under our senior unsecured notes, Term Loan Facility and ABL Facility was $1312.51 million and $4315.04 million for the three ~~and nine~~ months ended ~~October~~March 131, ~~2023,~~2024 ~~respectively,~~ and ~~$10.4~~April ~~million and $31.1 million for the three and nine months ended October~~ 2, ~~2022~~2023, respectively.

3.50% Senior Notes due 2030

On July 26, 2021, we issued $375.0 million aggregate principal senior unsecured notes (the "2030 Notes"). The 2030 Notes bear interest at 3.50% per annum, payable in cash semiannually in arrears on February 15 and August 15 of each year and are due February 15, 2030. The 2030 Notes were issued at par.

Information concerning obligations under the 2030 Notes and the indenture governing them are described in detail in our Annual Report. As of ~~October~~March 131, ~~2023~~2024, we were in compliance with all covenants under the indenture governing the 2030 Notes.

5.375% Senior Notes due 2028

On July 25, 2019, we issued $500.0 million aggregate principal senior unsecured notes (the "2028 Notes"). The 2028 Notes bear interest at 5.375%, payable in cash semiannually in arrears on February 1 and August 1 of each year and are due February 1, 2028. The 2028 Notes were issued at par.

Information concerning obligations under the 2028 Notes and the indenture governing them are described in detail in our Annual Report. As of ~~October~~March 131, ~~2023~~2024, we were in compliance with all covenants under the indenture governing the 2028 Notes.

Term Loan Facility

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") maturing on December 12, 2027 (the "Term Loan Maturity Date"). The Term Loan Credit Agreement provides for a senior secured five-year delayed-draw term loan facility 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 defined in the Term Loan Credit Agreement) plus an applicable 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 the greater of the federal funds rate and the rate comprised of both overnight federal funds and overnight Eurodollar transactions denominated in U.S. dollars, (iii) 1.00% above the Adjusted Term SOFR Rate for a one month interest period and (iv) 1.00%, plus, in each case, an applicable margin of 1.25%, subject to, in each of cases (1) and (2), an agreed interest rate floor. The Term Loans are repayable in equal quarterly installments for 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 Maturity Date.

9Obligations under the Term Loan Credit Agreement are fully 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, such subsidiaries. The Term Loans were funded in an amount of $250.0 million and applied to finance a portion of the consideration payable in connection with the consummation of the Endura acquisition on January 3, 2023. We received net proceeds of $246.4 million after deducting

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Obligations under the Term Loan Credit Agreement are fully and unconditionally guaranteed, jointly and severally, by us and by certain of our directly or indirectly wholly owned subsidiaries organized in the U.S. and are secured by the equity in, and substantially all the assets of, such subsidiaries. The Term Loans were funded in an amount of $~~250.0 million and applied to finance a portion of the consideration payable in connection with the consummation of the Endura acquisition on January~~ 3~~, 2023~~. ~~We received net proceeds of $246.4 million after deducting $3.~~6 million of debt issuance costs. The debt issuance costs were capitalized as a reduction to the carrying value of debt and are being accreted to interest expense over the term of the Term Loan using the effective interest method.

The Term Loan Credit Agreement contains various customary representations, warranties by us and covenants that are described in detail in our Annual Report. As of ~~October~~March 131, ~~2023~~2024, we were in compliance with all covenants under the indenture governing the Term Loan Credit Agreement.

ABL Facility

On January 31, 2019, we and certain of our subsidiaries entered into a $250.0 million asset-based revolving credit facility (the "ABL Facility") maturing on January 31, 2024, which replaced the previous facility. On October 28, 2022, we and certain of our subsidiaries entered into an amendment which, among other things, (i) increased the revolving credit commitments available thereunder by $100.0 million to an aggregate amount of $350.0 million and (ii) replaced the LIBOR-based interest rate applicable 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 maturity of the ABL Facility from January 31, 2024 to December 12, 2027. The terms of the ABL Facility remained otherwise substantially unchanged and are described in detail in our Annual Report. On January 3, 2023, we borrowed $100.0 million under our ABL Facility in order to fund a portion of the cash consideration paid for the acquisition of Endura. During the first quarter of 2023, we repaid all amounts outstanding under the ABL Facility.

The ABL Facility contains various customary representations, warranties by us and covenants that are described in detail in our Annual Report. As of ~~October~~March 131, ~~2023~~2024, we were in compliance with all covenants under the credit agreement governing the ABL Facility. We had availability of $~~276~~249.01 million under our ABL Facility, and there were no amounts outstanding as of ~~October~~March 131, ~~2023~~2024.

Debt Maturities

The following table summarizes the stated debt maturities and scheduled amortization payments for all outstanding debt as of March 31, 2024:


(In thousands)	Scheduled Amortization Payments
Fiscal year:
2024 (remainder)	$	28,125
2025	37,500
2026	37,500
2027	109,375
2028	500,000
Thereafter	375,000
Total aggregated principal value	$	1,087,500

7. Commitments and Contingencies

We may become involved from time-to-time in litigation and regulatory compliance matters incidental to our business, including employment and wage and hour claims, antitrust, tax, product liability, environmental, health and safety, commercial disputes, intellectual property, contracts and other matters arising out of the normal conduct of our business. Since litigation is inherently unpredictable and unfavorable resolutions can occur, assessing contingencies is highly subjective and requires judgments about future events. We regularly review and accrue for contingencies related to litigation and regulatory compliance matters, if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on current information, in the opinion of management, the ultimate resolution of ~~these matters, individually or in the aggregate, will not have a material adverse effect on our financial condition, results of operations or cash flows.~~

~~Antitrust Class Action Proceedings - Canada~~12

On May 19, 2020, an intended class proceeding was commenced in the Province of Québec, Canada naming as defendants Masonite Corporation, Corporation Internationale Masonite, JELD-WEN, Inc., JELD-WEN Holding, Inc. and JELD-WEN of Canada, Ltd. The plaintiff alleges that the Masonite and JELD-WEN defendants engaged in anticompetitive conduct, including price-fixing involving interior molded doors. The intended class proceeding seeks damages, punitive damages, and other relief. On December 22, 2020, the parties filed a motion with the court seeking to stay the proceeding.

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(Unaudited)

these matters, individually or in the aggregate, will not have a material adverse effect on our financial condition, results of operations or cash flows.

Antitrust Class Action Proceedings - Canada

On October 2, 2020, an intended class proceeding was commenced in the Federal Court of Canada naming as defendants Masonite International Corporation, Masonite Corporation, JELD-WEN, Inc., JELD-WEN Holding, Inc. and JELD-WEN of Canada, Ltd. The plaintiff alleges that the Masonite and JELD-WEN defendants engaged in anticompetitive conduct, including price-fixing involving interior molded doors. The intended class proceeding seeks damages, punitive damages, and other relief. The plaintiff served its certification record on March 31, 2021.

On November 3, 2023, the Company entered into a preliminary settlement agreement with the plaintiff class that would result in the resolution of all the plaintiffs’ underlying claims and lawsuits in exchange for a payment by the Company of approximately $0.9 million. As a result, for the ~~three~~year ~~and nine months~~ ended ~~October~~December 131, 2023, we ~~accrued~~paid approximately $0.9 million and recorded a charge in selling, general and administrative expense in the condensed consolidated statement of income and comprehensive income in connection with this matter. The preliminary settlement agreement is subject to court approval. A settlement approval hearing date has not yet been set.

8. Share Based Compensation Plans

Share based compensation expense was $46.39 million and $176.41 million for the three ~~and nine~~ months ended ~~October~~March 131, ~~2023,~~2024 ~~respectively,~~ and ~~$5.6 million and $16.3 million for the three and nine months ended October~~April 2, ~~2022~~2023, respectively. As of ~~October~~March 131, ~~2023~~2024, the total remaining unrecognized compensation expense related to share based compensation amounted to $3141.84 million, which will be amortized over the weighted average remaining requisite service period of 1.78 years.

Equity Incentive Plans

Our equity incentive plans under the 2021 Equity Plan and 2012 Plan are described in detail and defined in our Annual Report. The 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 for the 2012 Plan that is in excess of the number of shares related to outstanding grants; plus the number of shares subject to existing grants under the 2012 Plan that may expire or be forfeited or cancelled. As of ~~October~~March 131, ~~2023~~2024, there were ~~766~~649,~~368~~363 shares of common stock available for future issuance under the 2021 Equity Plan.

Deferred Compensation Plan

We offer to certain of our employees and directors a Deferred Compensation Plan, which is further described and defined in our Annual Report. As of ~~October~~March 131, ~~2023~~2024, the liability and asset relating to deferred compensation had a fair value of $89.08 million and $78.32 million, respectively. As of ~~October~~March 131, ~~2023~~2024, participation in the deferred compensation plan is limited and no restricted stock awards have been deferred into the deferred compensation plan. All plan investments are categorized as having Level 1 valuation inputs as established by the FASB’s Fair Value Framework.

Stock Appreciation Rights

We have granted Stock Appreciation Rights ("SARs") to certain employees, which entitle the recipient to the appreciation in value of granted common shares over the exercise price over a period of time, each as specified in the applicable award agreement. The exercise price of any SAR granted may not be less than the fair market value of our common shares on the date of grant. The compensation expense for the SARs is measured based on the fair value of the SARs at the date of grant and is recognized over the requisite service period. The SARs vest over a maximum of three ~~years, have a life of ten years and settle in common shares. It is assumed that all time-based SARs will vest. We recognize forfeitures of SARs in the period in which they occur.~~

1113

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(Unaudited)

Nine Months Ended October 1, 2023	Stock Appreciation Rights	Aggregate Intrinsic Value (in thousands)		Weighted Average Exercise Price		Average Remaining Contractual Life (Years)
Outstanding, beginning of period	184,205	$	2,153	$	74.75	7.0
Granted	30,946			88.99
Exercised	—	—		—
Cancelled and forfeited	(4,465)			90.76
Outstanding, end of period	210,686	$	3,870	$	76.50	6.3
Exercisable, end of period	153,236	$	3,648	$	70.93	5.4

years, have a life of ten years and settle in common shares. It is assumed that all time-based SARs will vest. We recognize forfeitures of SARs in the period in which they occur.

The total fair value of SARs vested was $0.8 million during the three months ended March 31, 2024.

	2023 Grants
Three Months Ended March 31, 2024	Stock Appreciation Rights			Aggregate Intrinsic Value (in thousands)		Weighted Average Exercise Price		Average Remaining Contractual Life (Years)
SAR value (model conclusion)	$	32.63
Outstanding, beginning of period	199,838			$	2,365	$	77.09	6.4
Risk-free rate	4.1		%
Granted	—					—
Expected dividend yield	0.0		%
Exercised	(2,211)			11		87.50
Expected volatility	28.4		%
Cancelled and forfeited	(892)					107.68
Expected term (years)	6.0
Outstanding, end of period	196,735			$	10,745	$	76.83	6.3
Exercisable, end of period	166,359			$	9,447	$	74.66	5.9

The value of SARs granted is determined using the Black-Scholes-Merton valuation model, and the corresponding expense 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 upon historical employee exercise behavior and the contractual term of the SAR amongst other considerations. As of March 31, 2024, there were no SARs granted.

Restricted Stock Units

We have granted Restricted Stock Units ("RSUs") to directors and certain employees under the 2021 Equity Plan and the 2012 Plan. The RSUs confer the right to receive shares of our common stock at a specified future date or when certain conditions are met. The compensation expense for the RSUs granted is based on the fair value of the RSUs 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 for the underlying shares to be delivered no later than 30 days following the vesting date unless the participant is subject to a blackout period. In such case, the shares are to be delivered once the blackout restriction has been lifted. It is assumed that all time-based RSUs will vest. We recognize forfeitures of RSUs in the period in which they occur.


Three Months Ended March 31, 2024	Total Restricted Stock Units Outstanding	Weighted Average Grant Date Fair Value
Outstanding, beginning of period	340,024	$	91.02
Granted	187,840	127.64

Delivered	(108,335)	93.54
Withheld to cover (1)	(8,033)
Forfeited	(4,417)	95.27
Outstanding, end of period	407,079	$	107.15

___________

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(Unaudited)

Nine Months Ended October 1, 2023	Total Restricted Stock Units Outstanding	Weighted Average Grant Date Fair Value
Outstanding, beginning of period	313,753	$	92.85
Granted	212,045	89.94
Delivered	(103,072)	91.45
Withheld to cover (1)	(20,600)
Forfeited	(38,200)	91.29
Outstanding, end of period	363,926	$	91.79

(1) A portion of the vested RSUs delivered were net shares settled to cover statutory requirements for income and other employment taxes. We remit the equivalent cash to the appropriate taxing authorities. These net share settlements had the effect of share repurchases by us as we reduced and retired the number of shares that would have otherwise been issued as a result of the vesting.

RSUs granted during the ~~nine~~three months ended ~~October~~March 131, ~~2023~~2024, vest at specified future dates with only service requirements. The value of RSUs granted in the ~~nine~~three months ended ~~October~~March 131, ~~2023~~2024, was $1924.10 million and is being recognized over the weighted average requisite service period of 2.0 years. During the ~~nine~~three months ended ~~October~~March 131, ~~2023~~2024, ~~123~~116,~~672~~368 RSUs vested at a fair value of $1110.39 million.

Performance-based Restricted Stock Units

We have granted certain Performance-based Restricted Stock Units ("PRSUs") under the 2021 Equity Plan and the 2012 Plan. These PRSUs are settled with payouts ranging from zero to 200% of the target award value depending on performance goal achievement. The compensation expense for the PRSUs awarded is based on the fair value of the 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 compensation expense for certain PRSUs is determined using the Monte Carlo simulation method. The PRSUs vest over a maximum of three years and call for the underlying shares to be delivered no later than 30 days following the vesting date unless the participant is subject to a blackout period. In such case, the shares are to be delivered once the blackout restriction has been lifted.14

Nine Months Ended October 1, 2023	Total Performance Restricted Stock Units Outstanding	Weighted Average Grant Date Fair Value
Outstanding, beginning of period	310,678	$	90.15
Granted	92,743	104.36
Performance adjustment (1)	17,139	79.25
Delivered	(63,432)	79.25
Withheld to cover (2)	(5,224)
Forfeited	(30,376)	94.50
Outstanding, end of period	321,528	$	95.58

(1) PRSUs are presented as outstanding, granted and forfeited in the table above assuming targets are met and the awards pay out at 100%. Certain awards are settled with payouts ranging from zero to 200% of the target award value depending on achievement. The performance adjustment represents the difference in shares ultimately awarded due to performance attainment above or below target.

(2) A portion of the vested PRSUs delivered were net shares settled to cover statutory requirements for income and other employment taxes. We remit the equivalent cash to the appropriate taxing authorities. These net share settlements had the effect of share repurchases by us as we reduced and retired the number of shares that would have otherwise been issued as a result of the vesting.

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(Unaudited)

~~PRSUs~~We have granted ~~during~~certain Performance-based Restricted Stock Units ("PRSUs") under the ~~nine~~2021 ~~months~~Equity ~~ended~~Plan ~~October 1,~~and ~~2023,~~the ~~vest~~2012 atPlan. ~~specified~~These ~~future~~PRSUs ~~dates~~are ~~based~~settled onwith ~~both~~payouts ~~performance~~ranging ~~and~~from ~~service~~zero ~~requirements~~to 200% of the target award value depending on performance goal achievement. The compensation expense for the PRSUs awarded is based on the fair value of the PRSUs ~~granted~~at inthe date of grant, which is equal to the ~~nine~~stock ~~months~~price ~~ended~~on ~~October 1~~the date of grant, and is recognized over the requisite service period. In 2023, ~~was~~we $9granted certain PRSUs with an additional condition measured by Relative Total Shareholder Return ("TSR").7 ~~million~~The ~~and~~compensation isexpense ~~being~~for ~~recognized~~these ~~over~~PRSUs is determined using the ~~weighted~~Monte ~~average~~Carlo ~~requisite~~simulation ~~service~~method. ~~period~~The PRSUs vest over a maximum of ~~3.0~~three years. ~~During~~and call for the ~~nine~~underlying ~~months~~shares ~~ended~~to ~~October 1,~~be ~~2023,~~delivered ~~68,656~~no ~~PRSUs~~later ~~vested~~than at30 adays ~~fair~~following ~~value~~the ofvesting ~~$5.4~~date ~~million~~unless the participant is subject to a blackout period. In such case, the shares are to be delivered once the blackout restriction has been lifted.


Three Months Ended March 31, 2024	Total Performance Restricted Stock Units Outstanding	Weighted Average Grant Date Fair Value
Outstanding, beginning of period	319,221	$	95.55
Granted	—	—
Performance adjustment (1)	—	—
Delivered	(21,730)	109.25
Withheld to cover (2)	(8,077)
Forfeited	(15,553)	108.72
Outstanding, end of period	273,861	$	93.31

___________

During the three months ended March 31, 2024, there were no PRSUs granted. During the three months ended March 31, 2024, 29,807 PRSUs vested at a fair value of $3.3 million.

9. Restructuring Costs

In December ~~2022~~2023, we began implementing a plan ~~intended~~ to improve overall business performance that includes the optimization of our manufacturing capacity and reduction of our overhead and selling, general and administration workforce primarily in our ~~North~~Europe ~~American Residential~~ reportable segment ~~as well as actions in the Architectural reportable segment and in our head offices~~ (collectively, the "~~2022~~2024 Plan"). The optimization of our manufacturing capacity involves specific plants in the ~~North~~Europe ~~American Residential~~ segment and costs associated with the closure of these plants and related headcount reductions. Costs associated with the ~~2022~~2024 Plan include severance and closure charges ~~which~~and will continue throughout ~~2023~~2024. As of ~~October~~March 131, ~~2023~~2024, we expect to incur approximately $45 million to $98 million of additional charges related to the ~~2022~~2024 Plan.

	Three Months Ended October 1, 2023
(In thousands)	North American Residential		Architectural		Corporate & Other		Total
2022 Plan	$	1,898	$	—	$	2	$	1,900
Total Restructuring Costs	$	1,898	$	—	$	2	$	1,900

In December 2022, we began implementing a plan to improve overall business performance that includes the optimization of our manufacturing capacity and reduction of our overhead and selling, general and administration workforce primarily in our North American Residential reportable segment as well as actions in the Architectural reportable segment and in our head offices (collectively, the "2022 Plan"). The optimization of our manufacturing capacity involves specific 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 throughout 2024. As of March 31, 2024, we expect to incur approximately $2 million to $7 million of additional charges related to the 2022 Plan.

	Three Months Ended October 2, 2022
(In thousands)	North American Residential		Architectural		Corporate & Other		Total
Other	$	(178)	$	23	$	14	$	(141)
Total Restructuring (Benefit) Costs	$	(178)	$	23	$	14	$	(141)

	Nine Months Ended October 1, 2023
(In thousands)	North American Residential		Architectural		Corporate & Other		Total
2022 Plan	$	7,153	$	863	$	627	$	8,643
Total Restructuring (Benefit) Costs	$	7,153	$	863	$	627	$	8,643

	Nine Months Ended October 2, 2022
(In thousands)	North American Residential		Architectural		Corporate & Other		Total
Other	$	(359)	$	71	$	67	$	(221)
Total Restructuring (Benefit) Costs	$	(359)	$	71	$	67	$	(221)

	Cumulative Amount Incurred Through October 1, 2023
(In thousands)	North American Residential		Architectural		Corporate & Other		Total
2022 Plan	$	9,284	$	863	$	627	$	10,774
Total Restructuring Costs	$	9,284	$	863	$	627	$	10,774

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(Unaudited)

The following tables summarize the restructuring (benefit) costs recorded for the periods indicated:

(In thousands)	January 1,2023		Severance		Closure Costs		Cash Payments				October 1,2023
	Three Months Ended March 31, 2024
2022 Plan	$	—	$	5,552	$	3,091	$	(8,098)			$	545
(In thousands)	North American Residential		Europe		Architectural		Corporate & Other		Total
Total	$	—	$	5,552	$	3,091	$	(8,098)			$	545
2024 Plan	$	—	$	961	$	—	$	—	$	961
2022 Plan	450		—		—		(17)		433
Total Restructuring Costs	$	450	$	961	$	—	$	(17)	$	1,394


	Three Months Ended April 2, 2023
(In thousands)	North American Residential		Europe		Architectural		Corporate & Other		Total
2022 Plan	$	2,380	$	—	$	684	$	614	$	3,678



Total Restructuring (Benefit) Costs	$	2,380	$	—	$	684	$	614	$	3,678


	Cumulative Amount Incurred Through March 31, 2024
(In thousands)	North American Residential		Europe		Architectural		Corporate & Other		Total
2024 Plan	$	—	$	1,119	$	—	$	—	$	1,119
2022 Plan	11,062		—		864		610		12,536




Total Restructuring Costs	$	11,062	$	1,119	$	864	$	610	$	13,655

The changes in the accrual for restructuring by activity were as follows for the periods indicated:


(In thousands)	December 31, 2023		Severance		Closure Costs		Cash Payments		March 31, 2024
2024 Plan	$	—	$	845	$	116	$	(929)	$	32
2022 Plan	—		352		81		(433)		—




Total	$	—	$	1,197	$	197	$	(1,362)	$	32

10. Income Taxes

The effective tax rate differs from the Canadian statutory rate of 26.13% primarily due to mix of earnings in foreign jurisdictions that are subject to tax rates which differ from the Canadian statutory rate. In addition, we recognized ~~zero~~$1.1 million of income tax benefit due to ~~the~~ exercise and delivery of share based awards during ~~both~~ the three ~~and nine~~ months ended ~~October~~March 131, ~~2023~~2024, compared to zero ~~and $1.1 million of~~ income tax benefit during the three ~~and nine~~ months ended ~~October~~April 2, ~~2022, respectively~~2023.

On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 ("IRA") into law. The IRA includes several changes to existing tax law, including a minimum tax on adjusted financial statement income of applicable corporations and an excise tax on certain corporate stock buybacks. The tax provisions included in the IRA were generally effective beginning January 1, 2023, and no significant impact to the consolidated financial statements resulted from their adoption as of October 1, 2023.

11. Earnings Per Share

Basic earnings per share ("EPS") is calculated by dividing earnings attributable to Masonite by the weighted average number of our common shares outstanding during the period. Diluted EPS is calculated by dividing earnings attributable to Masonite by the weighted average number of common shares plus the incremental number of shares issuable from non-vested and vested RSUs and SARs outstanding during the period.

(In thousands, except share and per share information)	Three Months Ended				Nine Months Ended
	October 1, 2023		October 2, 2022		October 1, 2023		October 2, 2022
Net income attributable to Masonite	$	41,486	$	57,037	$	128,222	$	183,134
Shares used in computing basic earnings per share	21,992,513		22,267,684		22,082,416		22,624,830
Effect of dilutive securities:
Incremental shares issuable under share compensation plans	346,660		224,190		307,262		248,197
Shares used in computing diluted earnings per share	22,339,173		22,491,874		22,389,678		22,873,027
Basic earnings per common share attributable to Masonite	$	1.89	$	2.56	$	5.81	$	8.09
Diluted earnings per common share attributable to Masonite	$	1.86	$	2.54	$	5.73	$	8.01
Anti-dilutive instruments excluded from diluted earnings per common share	58,817		212,197		98,145		223,660

The weighted average number of shares outstanding utilized for the diluted EPS calculation contemplates the exercise of all currently outstanding SARs and the conversion of all RSUs. The dilutive effect of such equity awards is calculated based on the weighted average share price for each fiscal period using the treasury stock method.

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(Unaudited)

The Company's Board of Directors has approved five share repurchase authorizations, the most recent being an incremental $200.0 million share repurchase program approved on February 21, 2022. Under this program, the Company may repurchase shares from time to time, depending on market conditions and alternate uses of capital. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions and alternate uses of capital. The share repurchase program may be effected through Rule 10b5-1 plans, open market purchases, each in compliance with Rule 10b-18 under the Exchange Act, or privately negotiated transactions. The program may be suspended or discontinued at any time and does not have an expiration date. The Company entered into an accelerated share repurchase ("ASR") transaction during the first quarter of 2022 with a third-party financial institution for the repurchase of $100.0 million of its outstanding common shares. At inception, pursuant to the agreement, the Company paid $100.0 million to the financial institution using cash on hand and received an initial delivery of 848,087 common shares on the same day. The final delivery of 319,678 common shares occurred in the second quarter. The $100.0 million ASR transaction was therefore completed in the second quarter of 2022 with a total delivery 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 reflected as a reduction of equity at the initial delivery of shares and the number of common shares outstanding were reduced at the dates of physical delivery.


(In thousands, except share and per share information)	Three Months Ended
	March 31, 2024		April 2, 2023
Net income attributable to Masonite	$	61,055	$	38,491

Shares used in computing basic earnings per share	21,891,366		22,183,068
Effect of dilutive securities:
Incremental shares issuable under share compensation plans	431,382		297,165
Shares used in computing diluted earnings per share	22,322,748		22,480,233

Basic earnings per common share attributable to Masonite	$	2.79	$	1.74
Diluted earnings per common share attributable to Masonite	$	2.74	$	1.71

Anti-dilutive instruments excluded from diluted earnings per common share	1,383		191,385

The Company's Board of Directors approved five share repurchase authorizations, the most recent being an incremental $200.0 million share repurchase program approved on February 21, 2022. Under this program, the Company may repurchase shares from time to time, depending on market conditions and alternate uses of capital. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions and alternate uses of capital. The share repurchase program may be effected through Rule 10b5-1 plans, open market purchases, each in compliance with Rule 10b-18 under the Exchange Act, or privately negotiated transactions. The program may be suspended or discontinued at any time and does not have an expiration date.

12. Segment Information

Our reportable segments are organized and managed principally by end market: North American Residential, Europe and Architectural. The Corporate & Other category includes unallocated corporate costs and the results of immaterial operating segments which were not aggregated into any reportable segment. In addition to similar economic characteristics, we also consider the following factors in determining the reportable segments: the nature of business activities, the management structure directly accountable to our chief operating decision maker for operating and administrative activities, availability of discrete financial information and information presented to the Board of Directors and investors.

Our management reviews net sales and Adjusted EBITDA (as defined below) to evaluate segment performance and allocate resources. Net assets are not allocated to the reportable segments. Adjusted EBITDA is a non-GAAP financial measure which does not have a standardized meaning under GAAP and is unlikely to be comparable to similar measures used by other companies. Adjusted EBITDA should not be considered as an alternative to either net income or operating cash flows determined in accordance with GAAP. Adjusted EBITDA is defined as net income (loss) attributable to Masonite adjusted to exclude the following items, as applicable:

• depreciation;

• amortization;

• share based compensation expense;

• loss (gain) on disposal of property, plant and equipment;

• registration and listing fees;

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(Unaudited)

• restructuring costs (benefit);

• asset impairment;

• loss (gain) on disposal of subsidiaries;

• interest expense (income), net;

• loss on extinguishment of debt;

• other expense (income), net;

• income tax expense (benefit);

• other items;

• loss (income) from discontinued operations, net of tax; and

• net income (loss) attributable to non-controlling interest.

This definition of Adjusted EBITDA differs from the definitions of EBITDA contained in the indentures governing the 2030 Notes and the 2028 Notes and the credit agreements governing the Term Loan Facility and the ABL Facility. Although Adjusted EBITDA is not a measure of financial condition or performance determined in accordance with GAAP, it is used to evaluate and compare the operating performance of our reportable segments and it is one of the primary measures used to determine employee incentive compensation. Intersegment sales are recorded using market prices.

Certain information with respect to reportable segments is as follows for the periods indicated:


	Three Months Ended March 31, 2024
(In thousands)	North American Residential		Europe		Architectural		Corporate & Other		Total
Net sales	$	531,357	$	58,487	$	78,743	$	3,765	$	672,352
Intersegment sales	(714)		(95)		(3,204)		—		(4,013)
Net sales to external customers	$	530,643	$	58,392	$	75,539	$	3,765	$	668,339

Adjusted EBITDA	$	106,801	$	1,941	$	4,816	$	(16,458)	$	97,100


	Three Months Ended April 2, 2023
(In thousands)	North American Residential		Europe		Architectural		Corporate & Other		Total
Net sales	$	569,429	$	63,716	$	92,861	$	5,349	$	731,355
Intersegment sales	(390)		(22)		(4,959)		—		(5,371)
Net sales to external customers	$	569,039	$	63,694	$	87,902	$	5,349	$	725,984

Adjusted EBITDA	$	107,881	$	5,151	$	5,350	$	(12,217)	$	106,165

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

A reconciliation of our net income attributable to Masonite to consolidated Adjusted EBITDA is set forth as follows for the periods indicated:

	Three Months Ended October 1, 2023
	Three Months Ended
(In thousands)	~~North~~March ~~American~~31, ~~Residential~~2024		~~Europe~~April 2, 2023		~~Architectural~~		~~Corporate & Other~~		~~Total~~
Net sales	$	553,294	$	64,813	$	82,558	$	4,066	$	704,731
Net income attributable to Masonite	$	61,055	$	38,491
Intersegment sales	(315)		(254)		(1,900)		(15)		(2,484)
Plus:
Net sales to external customers	$	552,979	$	64,559	$	80,658	$	4,051	$	702,247
Depreciation	27,568		21,485
Adjusted EBITDA	$	108,999	$	3,698	$	5,132	$	(10,593)	$	107,236
Amortization	10,876		7,421
Share based compensation expense	6,930		6,054
Loss on disposal of property, plant and equipment	1,068		1,038
Restructuring costs	1,394		3,678
Interest expense, net	12,022		14,252
Other (income) expense, net (1)	(85,250)		52
Income tax expense	23,278		11,360
Other items (2)	37,832		1,381
Net income attributable to non-controlling interest	327		953
Adjusted EBITDA	$	97,100	$	106,165

	Three Months Ended October 2, 2022
(In thousands)	North American Residential		Europe		Architectural		Corporate & Other		Total
Net sales	$	579,908	$	66,109	$	82,388	$	4,625	$	733,030
Intersegment sales	(468)		(391)		(4,545)		—		(5,404)
Net sales to external customers	$	579,440	$	65,718	$	77,843	$	4,625	$	727,626
Adjusted EBITDA	$	115,092	$	3,898	$	(219)	$	(6,849)	$	111,922

(1) Other (income) expense, net includes $85,250 in income primarily related to the PGTI termination fee received in the three months ended March 31, 2024.

	Nine Months Ended October 1, 2023
(In thousands)	North American Residential		Europe		Architectural		Corporate & Other		Total
Net sales	$	1,708,145	$	194,761	$	267,751	$	12,502	$	2,183,159
Intersegment sales	(1,158)		(498)		(11,373)		(15)		(13,044)
Net sales to external customers	$	1,706,987	$	194,263	$	256,378	$	12,487	$	2,170,115
Adjusted EBITDA	$	334,451	$	11,540	$	17,768	$	(31,901)	$	331,858

(2) Other items include $37,832 and $1,381 in acquisition, retention and due diligence related costs in the three months ended March 31, 2024 and April 2, 2023, respectively, and were recorded in selling, general and administration expenses within the condensed consolidated statements of comprehensive income.

	Nine Months Ended October 2, 2022
(In thousands)	North American Residential		Europe		Architectural		Corporate & Other		Total
Net sales	$	1,757,820	$	222,120	$	236,941	$	15,641	$	2,232,522
Intersegment sales	(2,040)		(2,081)		(12,684)		—		(16,805)
Net sales to external customers	$	1,755,780	$	220,039	$	224,257	$	15,641	$	2,215,717
Adjusted EBITDA	$	367,733	$	24,307	$	(3,039)	$	(34,202)	$	354,799

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

	Three Months Ended				Nine Months Ended
(In thousands)	October 1, 2023		October 2, 2022		October 1, 2023		October 2, 2022
Net income attributable to Masonite	$	41,486	$	57,037	$	128,222	$	183,134
Plus:
Depreciation	22,889		17,461		67,355		51,977
Amortization	7,452		4,256		21,915		13,164
Share based compensation expense	4,282		5,556		17,439		16,251
Loss (gain) on disposal of property, plant and equipment	1,779		155		3,319		(1,245)
Restructuring costs (benefit)	1,900		(141)		8,643		(221)
Interest expense, net	11,913		10,266		39,653		31,098
Other (income) expense, net	(1,083)		211		(1,581)		(1,604)
Income tax expense	12,041		16,376		38,074		59,502
Other items (1)	3,760		—		6,349		—
Net income attributable to non-controlling interest	817		745		2,470		2,743
Adjusted EBITDA	$	107,236	$	111,922	$	331,858	$	354,799

(1) Other items include $3,760 and $6,349 in acquisition and due diligence related costs in the three and nine months ended October 1, 2023, and were recorded in selling, general and administration expenses within the condensed consolidated statements of comprehensive income.

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(Unaudited)

13. Accumulated Other Comprehensive Loss and Other Comprehensive (Loss) Income

A rollforward of the components of accumulated other comprehensive loss is as follows for the periods indicated:

Three Months Ended

~~Nine Months Ended~~

(In thousands)

~~October~~March 131, ~~2023~~2024

~~October~~April 2, ~~2022~~2023

~~October 1, 2023~~

~~October 2, 2022~~

Accumulated foreign currency translation losses, beginning of period

(~~114~~113,~~657~~023)

(~~128~~132,~~070~~001)

~~(132,001)~~

~~(96,919)~~

Foreign currency translation (loss) gain

(94,~~837~~907)

~~(29~~8,~~021)~~949

~~7,653~~

~~(59,518)~~

Income tax (benefit) expense on foreign currency translation loss

(69)

~~(45)~~—

~~(58)~~

Less: foreign currency translation (loss) gain attributable to non-controlling interest

(83155)

(458)

~~596~~

Accumulated foreign currency translation losses, end of period

(~~124~~117,~~417~~784)

(~~157~~123,~~091~~044)

~~(124,417)~~

~~(157,091)~~

Accumulated pension and other post-retirement adjustments, beginning of period

(97,~~924~~169)

(410,~~651~~223)

~~(10,223)~~

~~(4,663)~~

Amortization of actuarial net losses

~~191~~218

6191

~~574~~

Income tax expense on amortization of actuarial net losses

~~(51)~~—

—(45)

~~(135)~~

—

Accumulated pension and other post-retirement adjustments

(96,~~784~~951)

(410,~~645~~077)

~~(9,784)~~

~~(4,645)~~

Accumulated other comprehensive loss

(~~134~~124,~~201~~735)

(~~161~~133,~~736~~121)

~~(134,201)~~

~~(161,736)~~

Other comprehensive (loss) income, net of tax

(94,~~703~~698)

~~(29~~9,~~060)~~095

~~8,096~~

~~(59,558)~~

Less: other comprehensive (loss) income attributable to non-controlling interest

(83155)

(458)

~~596~~

Other comprehensive (loss) income attributable to Masonite

(94,~~620~~543)

~~(29~~9,~~015)~~103

~~8,023~~

~~(60,154)~~

Cumulative translation adjustments are reclassified out of accumulated other comprehensive loss into loss on disposal of subsidiaries in the condensed consolidated statements of income and comprehensive income. Actuarial net losses are reclassified out of accumulated other comprehensive loss into cost of goods sold in the condensed consolidated statements of income and comprehensive income.

Foreign currency translation losses as a result of translating our foreign assets and liabilities into U.S. dollars during the three months ended ~~October~~March 131, ~~2023~~2024, were $94.89 million, primarily driven by the weakening of the ~~British pound sterling, the~~ Canadian dollar, ~~and~~ the Euro in comparison to the U.S. dollar during the period. Foreign currency translation gains as a result of translating our foreign assets and liabilities into U.S. dollars during the nine months ended October 1, 2023, were $7.7 million, primarily driven by the strengthening of the British pound sterling, ~~the Mexican peso,~~ and the ~~Canadian dollar, partially offset by the weakening of the~~ Euro in comparison to the U.S. dollar during the period.

1920

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(Unaudited)

14. Supplemental Cash Flow Information

Certain cash and non-cash transactions were as follows for the periods indicated:

	Nine Months Ended
	Three Months Ended
(In thousands)	~~October~~March 131, ~~2023~~2024		~~October~~April 2, ~~2022~~2023
Transactions involving cash:
Interest paid	$	5225,~~336~~356	$	4023,~~650~~872
Interest received	84,~~543~~422		12,~~032~~210
Income taxes paid	675,~~846~~185		6716,~~841~~267
Income tax refunds	~~3,781~~447		~~1,576~~41
Cash paid for operating lease liabilities	289,~~963~~302		249,~~526~~095
Cash paid for finance lease liabilities	~~1,060~~354		~~1,005~~358
Non-cash transactions:
Right-of-use assets acquired under operating leases	6943,~~301~~414		411,~~694~~374
Holdback of portion of Endura purchase payable	18,000		—18,000

The following reconciles total cash, cash equivalents and restricted cash as of the dates indicated:

	October 1, 2023		January 1, 2023
(In thousands)	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	~~360~~230,~~482~~441	$	~~296~~137,~~922~~414
Restricted cash	1112,~~926~~426		11,~~999~~926
Total cash, cash equivalents and restricted cash	$	~~372~~242,~~408~~867	$	~~308~~149,~~921~~340

Property, plant and equipment additions in accounts payable were $109.25 million and $109.40 million as of ~~October~~March 131, ~~2023~~2024, and ~~January~~December 131, 2023, respectively.

On December 17, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PGT Innovations, Inc., (“PGTI”) in which Masonite would have acquired PGTI for a combination of cash and Masonite shares with a total transaction value of $3.0 billion. On January 15, 2024, PGTI delivered to Masonite a notice of receipt of a Superior Proposal (as defined in the Merger Agreement) in accordance with Section 6.04(d) of the Merger Agreement. On January 16, 2024, Masonite agreed to waive the four business day match period provided under the Merger Agreement. Accordingly, on January 16, 2024, PGTI terminated the Merger Agreement pursuant to Section 10.01(d)(i) thereunder, and, consistent with the terms of the Merger Agreement, Masonite received a termination fee of $84.0 million in cash. The termination fee was recognized as other income in the consolidated statements of income and comprehensive income.

During the fourth quarter of 2018, we provided debt financing to a distribution company via an interest-bearing note that was scheduled to mature in 2028. The interest-bearing note receivable was carried at amortized cost, with the interest payable in kind at the election of the borrower. The note receivable balance was $12.6 million as of January 1, 2023, and was recorded in the consolidated balance sheets as a component of prepaid expenses and other assets. On January 26, 2023, the note receivable was redeemed and fully repaid.

15. Fair Value of Financial Instruments

	October 1, 2023				January 1, 2023
(In thousands)	Fair Value		Carrying Value		Fair Value		Carrying Value
3.50% senior unsecured notes due 2030	$	305,340	$	371,542	$	303,870	$	371,136
5.375% senior unsecured notes due 2028	$	465,950	$	496,424	$	462,495	$	495,868

The carrying amounts of our cash and cash equivalents, restricted cash, accounts receivable, income taxes receivable, accounts payable, accrued expenses and income taxes payable approximate fair value because of the short-term maturity of those instruments. The carrying amount of our Term Loan Facility approximates fair value as the interest rates are variable and reflective of market rates. The estimated fair values and carrying values of our long-term

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(Unaudited)

senior note debt instruments were as follows for the periods indicated:


	March 31, 2024				December 31, 2023
(In thousands)	Fair Value		Carrying Value		Fair Value		Carrying Value
3.50% senior unsecured notes due 2030	$	332,194	$	371,814	$	324,956	$	371,679
5.375% senior unsecured notes due 2028	$	501,230	$	496,794	$	482,285	$	496,609

These estimates are based on market quotes and calculations based on current market rates available to us and are categorized as having Level 2 valuation inputs as established by the FASB's Fair Value Framework. Market quotes used in these calculations are based on bid prices for our debt instruments and are obtained from and corroborated with multiple independent sources. The market quotes obtained from independent sources are within the range of management's expectations.

2022

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(Unaudited)

16. Subsequent Event

~~Acquisition~~Architectural ~~of Fleetwood~~ Disposition

On ~~October~~April 1923, ~~2023,~~2024 (the ~~Company~~"Signing ~~completed the acquisition of all of the issued and outstanding limited liability company interests of Fleetwood Aluminum Products, LLC (“Fleetwood”~~Date"), ~~for~~the ~~$285 million in cash. The~~ Company ~~held~~entered ~~back~~into ~~approximately~~an ~~$26 million~~Asset ~~from~~Purchase Agreement (the ~~Base~~"Asset Purchase ~~Price~~Agreement") toproviding ~~secure~~for the ~~obligations~~disposition of(the ~~Sellers~~"Disposition") ~~to Buyer with respect to any purchase price adjustment and indemnification claims. The total consideration was funded with a combination~~ of ~~cash~~the onCompany's ~~hand~~Architectural ~~and~~reporting ~~borrowings~~segment ~~under~~ (the ~~ABL~~"Architectural ~~facility.~~Business") ~~Fleetwood~~for is a ~~leading~~purchase ~~designer~~price ~~and manufacturer~~ of ~~premium,~~approximately ~~aluminum-framed~~$75 million ~~glass~~subject ~~door~~to ~~and~~customary ~~window solutions for luxury homes. Their products include multi~~post-~~slide~~closing ~~and pocket glass patio doors, pivot and hinged glass entry doors and folding glass door wall systems, as well as accompanying premium window products~~adjustments. The ~~acquisition~~Disposition ~~aligns~~is ~~with~~expected ~~the Doors That Do MoreTM strategy focused on bringing differentiated door systems~~ to ~~the residential market. The acquisition will~~ be ~~accounted~~completed ~~for~~in ~~as a business combination, with~~ the ~~goodwill~~second ~~being~~quarter ~~non-deductible~~of ~~for tax purposes~~2024.

The ~~allocation~~Company ofapplied the ~~purchase~~criteria ~~price~~in ASC 360-10-45-9, "Property, Plant and Equipment - Long-Lived Assets Classified as Held for Sale," to determine whether the ~~underlying~~aforementioned ~~assets~~long-lived ~~acquired~~asset group should be classified as held for sale as of the Signing Date and ~~liabilities~~concluded ~~assumed~~that isthe ~~subject~~material tolong-lived aasset ~~formal~~group ~~valuation~~did ~~process,~~meet ~~which~~all ~~has~~the ~~not~~requisite ~~yet~~criteria ~~been~~as ~~completed~~of the Signing Date. The ~~major~~net ~~classes~~assets will be recorded at fair value less the estimated cost to sell. Masonite anticipates recording a net non-cash impairment charge during the second quarter of ~~assets~~2024 ~~acquired~~in ~~will~~the ~~include~~preliminary ~~trade~~range ~~receivables,~~of ~~inventories,~~$90 ~~trade~~to ~~payables~~$100 ~~and~~million ~~goodwill~~(the ~~and~~“Impairment”) ~~intangibles~~as a result of the Disposition. ~~Our~~Masonite ~~2023~~does ~~operating~~not ~~results~~anticipate that this charge will ~~include~~result in future cash expenditures. The final amount of the ~~results~~non-cash ~~from~~impairment ~~Fleetwood~~charge may vary from the ~~date~~preliminary range as a result of ~~acquisition.~~a ~~Based~~number onof factors, including (i) the ~~timing~~fair value of any indemnification liabilities, (ii) changes in foreign exchange rates, (iii) the ~~acquisition~~working ~~and~~capital ~~lack~~of the Architectural Business upon consummation of ~~available~~the ~~information~~transaction, we(iv) ~~determined~~the itevaluation toof beany ~~impracticable~~income totax ~~disclose~~impacts aand ~~preliminary~~(v) ~~purchase~~other ~~price~~assumptions ~~allocation~~used atincluding ~~this~~discount ~~time~~rates, allocations and costs to sell.

21The carrying value of the Architectural asset group as of March 31, 2024 consisted of the following:


(In millions)
Architectural Assets	March 31, 2024
Accounts Receivable	$	27.7
Inventory	51.6
Other Current Assets	5.0
PP&E	98.9
Intangibles	1.8
Other Assets	11.2
Current Liabilities	(27.3)
Long Term Liabilities	(5.9)
Net Assets	$	163.0

Owens Corning Tender Offer

As previously disclosed, on April 15, 2024, the Company and Owens Corning jointly issued a press release to announce, in connection with the anticipated acquisition of the Company by Owens Corning, (i) the commencement of an offer (the “Offer to Purchase”) by Owens Corning to purchase for cash any and all of the 2028 Notes, issued pursuant to that certain Indenture, dated as of July 25, 2019 (the “Base Indenture” and, as amended, supplemented or otherwise modified prior to the Supplemental Indenture defined below, the “Indenture”), among Masonite International Corporation, the guarantors party thereto (the “Guarantors”) and Computershare Trust Company, N.A., as trustee (the “Trustee”), and (ii) a related consent solicitation by the Company soliciting consents of holders of the 2028 Notes to adopt certain proposed amendments (the “Proposed Amendments”) to the Indenture to eliminate certain covenants, restrictive provisions and events of default from the Base Indenture (the “Consent Solicitation”). The Offer to Purchase and Consent Solicitation were each made to holders pursuant to the terms of and subject to the conditions set forth in the offer to purchase and consent solicitation statement dated April 15, 2024 (the “Statement”).

As of 5:00 p.m., New York City time, on April 26, 2024, $441,351,000 of the 2028 Notes, or approximately 88.27% of the outstanding principal amount thereof, were tendered and not validly withdrawn, and the related consents were delivered and not validly revoked, which amount was sufficient to constitute the requisite consents under the Indenture to approve the Proposed Amendments. On April 29, 2024, Masonite International Corporation, the Guarantors

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(Unaudited)

and the Trustee accordingly entered into the Fourth Supplemental Indenture to the Indenture (the “Supplemental Indenture”) in order to adopt the Proposed Amendments.

The Supplemental Indenture became effective upon execution. However, the Proposed Amendments will not become operative unless and until all conditions to the Consent Solicitation set forth in the Statement have been satisfied or waived, as applicable, including, among other conditions, (i) that the 2028 Notes that are validly tendered (and not validly withdrawn) have been accepted for purchase and paid for by Owens Corning in accordance with the terms of the Offer to Purchase and the Consent Solicitation set forth in the Statement and (ii) the consummation of the anticipated acquisition of the Company by Owens Corning. As a result, the Proposed Amendments will have no force or effect unless and until all conditions set forth in the Statement have been satisfied or waived, as applicable, and all terms and conditions as set forth in the Indenture immediately prior to the execution of the Supplemental Indenture will continue to govern.

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MASONITE INTERNATIONAL CORPORATION

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is based upon accounting principles generally accepted in the United States of America and discusses the financial condition and results of operations for Masonite International Corporation for the three ~~and nine~~ months ended ~~October~~March 131, ~~2023~~2024, and ~~October~~April 2, ~~2022~~2023. In this MD&A, "Masonite," "we," "us," "our" and the "Company" refer to Masonite International Corporation and its subsidiaries.

This discussion should be read in conjunction with (i) the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and (ii) the annual audited consolidated financial statements, including the accompanying notes and MD&A, which are included in our Annual Report on Form 10-K for the year ended ~~January~~December 131, 2023 (the "Annual Report"). The following discussion should also be read in conjunction with the disclosure under "Special Note Regarding Forward-Looking Statements" elsewhere in this Quarterly Report on Form 10-Q. Our actual results could differ materially from the forward-looking statements as a result of these risks and uncertainties.

Overview

We are a leading global designer, manufacturer, marketer and distributor of interior and exterior doors, ~~door system components~~ and door systems for the new construction and repair, renovation and remodeling sectors of the residential and non-residential building construction markets. Since 1925, we have provided our customers with innovative products and superior service at compelling values. Through innovative door solutions, a better door buying experience for our customers and partners and advanced manufacturing and service delivery, we deliver a commitment of Doors That Do MoreTM.

We market and sell our products to remodeling contractors, builders, homeowners, retailers, dealers, lumberyards, commercial and general contractors and architects through well-established wholesale, retail and direct distribution channels as part of our cross-merchandising strategy. Customers are provided a broad product offering of interior and exterior doors and entry systems at various price points. We manufacture 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 residential doors are molded panel, flush, stile and rail, steel or fiberglass.

We operate 6364 manufacturing and distribution facilities 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 fabrication facilities provide value-added fabrication and logistical services, including pre-finishing and store delivery of pre-hung interior and exterior doors. We believe our ability to provide: (i) a broad product range; (ii) frequent, rapid, on-time and complete delivery; (iii) consistency in products and merchandising; (iv) national service; and (v) special order programs enable retail customers to increase comparable store sales and helps to differentiate us from our competitors. We believe investments in innovative new product manufacturing and distribution capabilities, coupled with an ongoing commitment to operational excellence, ~~provide~~provides a strong platform for future growth.

Our reportable segments are organized and managed principally by end market: North American Residential, Europe and Architectural. In the ~~nine~~three months ended ~~October~~March 131, ~~2023~~2024, we generated net sales of $~~1,707~~530.06 million or 7879.74%, $~~194~~58.34 million or 98.07% and $~~256~~75.45 million or 11.83% in our North American Residential, Europe and Architectural segments, respectively. See "Segment Information" below for a description of our reportable segments.

During the ~~third~~first quarter, we ~~continued~~experienced ~~to experience~~ lower end market demand and negative impacts from macro-economic conditions such as rising interest rates and unfavorable consumer sentiment. Base volumes, excluding the acquisition of ~~Endura~~Fleetwood on ~~January~~October 319, 2023, decreased in our North American Residential segment due to ~~expected~~continuing new housing softness and declines in the residential repair, renovation and remodeling channel compared to the prior year period. Net sales and Adjusted EBITDA in our Europe segment declined as compared to the ~~third~~first quarter of ~~2022~~2023 due to ~~the~~lower ~~aforementioned~~volumes ~~macro-economic~~from ~~factors~~consumer sentiment and inflationary pressures, partially offset by favorable foreign exchange. ~~Net~~The ~~sales~~extent ~~growth~~to inwhich ~~the~~changes ~~Architectural~~in ~~segment~~interest ~~was~~rates, ~~largely~~rising ~~driven~~energy byand ~~increases~~fuel incosts, ~~average~~and ~~unit~~consumer ~~price.~~sentiment ~~The~~impact ~~extent~~our tobusiness, ~~which~~results ~~changes~~of ~~in interest~~

2225

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MASONITE INTERNATIONAL CORPORATION

~~rates, rising energy and fuel costs, and consumer sentiment impact our business, results of~~ operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted.

Arrangement Agreement with Owens Corning

Key Factors Affecting Our Results of Operations

Product Demand

There are numerous factors that influence overall market demand for our products. Demand for new homes, home improvement products and other building construction products have a direct impact on our financial condition and results of operations. Demand for our products may be impacted by changes in global economic conditions, including inflation, deflation, interest rates, availability of capital, supply chain constraints, consumer spending rates, energy availability and costs and the effects of governmental initiatives to manage economic conditions. Additionally, trends in residential new construction, repair, renovation and remodeling and architectural building construction may directly impact our financial performance. Accordingly, the following factors may have a direct impact on our business in the countries and regions in which our products are sold:

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MASONITE INTERNATIONAL CORPORATION

inflation, deflation, interest rates, availability of capital, supply chain constraints, consumer spending rates, energy availability and costs and the effects of governmental initiatives to manage economic conditions. Additionally, trends in residential new construction, repair, renovation and remodeling and architectural building construction may directly impact our financial performance. Accordingly, the following factors may have a direct impact on our business in the countries and regions in which our products are sold:

•the strength of the economy;

•the amount and type of residential and commercial construction;

•housing sales and home values;

•the age of existing home stock, home vacancy rates and foreclosures;

•non-residential building occupancy rates;

•increases in the cost of raw materials or wages or any shortage in supplies or labor;

•the availability and cost of credit;

•employment rates and consumer confidence; and

•demographic factors such as immigration and migration of the population and trends in household formation.

Product Pricing and Mix

The building products industry is highly competitive, and we therefore face 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 industry trends, demands and preferences. Trends within the industry change often and our failure to anticipate, identify or quickly react to changes in these trends could lead to, among other things, rejection of a new product line and reduced demand and price reductions for our products, which could materially adversely affect us. Changes in consumer preferences may also lead to increased demand for our lower margin products relative to our higher margin products, which could reduce our future profitability.

Business Wins and Losses

Our customers consist mainly of wholesalers and retail home centers. Net sales from customers that represent a significant portion of our net sales in past periods, individually or as a group, may not continue in future periods, or if continued, may not reach or exceed historical levels in any period. Certain customers perform periodic product line reviews to assess their product offerings, which have, on past occasions, led to business wins and losses. In addition, as a result of competitive bidding processes, we may not be able to increase or maintain the margins at which we sell our products to our customers.

Organizational Restructuring

Over the past several years, we have engaged in a series of restructuring programs related to exiting certain geographies and non-core businesses, optimizing our manufacturing capacity, consolidating certain internal support functions and engaging in other actions designed to reduce our cost structure and improve productivity. These initiatives primarily consist of severance actions and lease termination costs. Management continues to evaluate our business; therefore, in future years, there may be additional provisions for new plan initiatives, as well as changes in previously recorded estimates, as payments are made, or actions are completed. Asset impairment charges were also incurred in connection with these restructuring actions for those assets sold, abandoned or made obsolete as a result of these programs.

23In December 2023, we began implementing a plan to improve overall business performance that includes the optimization of our manufacturing capacity and reduction of our overhead and selling, general and administration workforce primarily in our Europe reportable segment (collectively, the "2024 Plan"). The optimization of our manufacturing capacity involves specific plants in the Europe segment and costs associated with the closure of these plants and related headcount reductions. Costs associated with the 2024 Plan include severance and closure charges and will continue throughout 2024.

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In December 2022, we began implementing a plan intended to improve overall business performance that includes the optimization of our manufacturing capacity and reduction of our overhead and selling, general and administration workforce primarily in our North American Residential reportable segment as well as actions in the Architectural reportable segment and in our head offices (collectively, the "2022 Plan"). The optimization of our manufacturing capacity involves specific 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 ~~also~~ include severance and closure charges ~~which~~and will continue throughout ~~2023~~2024.

Inflation

In ~~2022~~prior years, we realized higher costs across the various materials we purchase as a result of macroeconomic factors as well as increased logistics costs, wages, ~~anti-dumping~~ and ~~countervailing duties and~~ energy and fuel costs~~, and these higher costs not previously recognized were realized in the first half of 2023~~. We expect the macroeconomic pressures on wood, resins and other certain key product categories and supply chain costs will moderate throughout ~~2023~~2024. Rising interest rates may impact the ability of our end consumers to purchase our products. Our profitability, margins and net sales could be adversely affected if ~~inflationary~~we ~~trends~~are do not ~~moderate~~able asto ~~expected~~pass ~~and~~these ifcosts ~~interest~~on ~~rates~~to ~~continue~~our tocustomers ~~rise~~or otherwise mitigate the impact of these inflationary pressures.

Acquisitions and Divestitures

We are pursuing a strategic initiative of optimizing our global business portfolio. On a continual basis, we evaluate and consider strategic acquisitions, divestitures and joint ventures to create shareholder value and enhance financial performance.

On ~~January~~December 317, 2023, wethe ~~completed~~Company ~~the~~entered ~~acquisition~~into ofan ~~100%~~Agreement and Plan of Merger (the ~~outstanding~~“Merger ~~equity~~Agreement”) ofwith ~~EPI~~PGT ~~Holdings~~Innovations, Inc., (~~"Endura"~~“PGTI”), in which Masonite would have acquired PGTI for ~~total~~a ~~consideration~~combination of ~~approximately~~cash and Masonite shares with a total transaction value of $~~403.~~3 ~~million~~.0 billion. ~~Endura~~On isJanuary a15, ~~leading~~2024, ~~innovator~~PGTI ~~and~~delivered ~~manufacturer~~to Masonite a notice of ~~high-performance~~receipt ~~door~~of ~~frames~~a ~~and~~Superior ~~door~~Proposal ~~system~~(as ~~components~~defined in the ~~United~~Merger ~~States~~Agreement) in accordance with Section 6.04(d) ~~Endura’s~~of ~~product~~the ~~offerings~~Merger ~~include~~Agreement. ~~engineered~~On ~~frames~~January 16, ~~self-adjusting~~2024, ~~sill~~Masonite ~~systems~~agreed to waive the 4 business day match period provided under the Merger Agreement. Accordingly, ~~weather~~on ~~sealing~~January 16, ~~multi-point~~2024, ~~locks~~PGTI ~~and~~terminated ~~installation~~the ~~accessories~~Merger ~~used~~Agreement bypursuant ~~builders~~to Section 10.01(d)(i) thereunder, and, ~~contractors~~consistent inwith ~~residential~~the ~~new~~terms ~~construction~~of asthe ~~well~~Merger asAgreement, ~~repair~~Masonite ~~and~~received ~~remodeling~~a ~~applications~~termination fee of $84.0 million in cash. The ~~acquisition~~termination isfee ~~intended~~was torecognized ~~accelerate~~as ~~our~~other ~~Doors~~income ~~That~~in Dothe ~~MoreTM~~consolidated ~~strategy~~statements ~~and~~of ~~maximize~~income ~~our~~and ~~growth~~comprehensive ~~potential~~income.

On October 19, 2023, the Company completed the acquisition of all of the issued and outstanding limited liability company interests of Fleetwood Aluminum Products, LLC (“Fleetwood”), for $285 million in cash. The Company held back approximately $26 million from the Base Purchase Price to secure the obligations of Sellers to Buyer with respect to any purchase price adjustment and indemnification claims. The total consideration was funded with a combination of cash on hand and borrowings under the ABL facility. Fleetwood is a leading designer and manufacturer of premium, aluminum-framed glass door and window solutions for luxury homes. Their products include multi-slide and pocket glass patio doors, pivot and hinged glass entry doors and folding glass door wall systems, as well as accompanying premium window products. The acquisition aligns with the Doors That Do MoreTM strategy focused on bringing differentiated door systems to the residential market.Acquisitions

As•On ~~previously~~October ~~disclosed~~19, we2023, ~~are~~the ~~actively~~Company ~~reviewing~~completed ~~strategic~~the ~~alternatives~~acquisition ~~for~~of ~~our~~all ~~Architectural~~of ~~segment,~~the ~~including~~issued aand ~~potential~~outstanding ~~sale~~limited ofliability ~~some~~company orinterests ~~all~~ of ~~the~~Fleetwood ~~business.~~Aluminum ~~There~~Products, ~~can~~LLC be(“Fleetwood”), nofor ~~assurance~~total ~~that~~consideration aof ~~potential~~approximately ~~transaction~~$279.5 million. ~~will~~The betotal ~~consummated~~consideration orwas onfunded ~~what~~with ~~terms. If~~ a ~~transaction~~combination isof ~~consummated,~~cash ~~depending~~ on ~~the~~hand ~~sale~~and ~~price,~~borrowings weunder ~~could~~the ~~incur~~ABL anFacility. ~~impairment~~Fleetwood ~~charge~~is ~~related~~a toleading ~~the~~designer ~~book~~and ~~value~~manufacturer of ~~the~~premium, ~~segment's~~aluminum-framed ~~assets.~~glass ~~This~~door ~~charge~~and ~~could~~window besolutions ~~material~~for luxury homes.

24•On January 3, 2023, we completed the acquisition of 100% of the outstanding equity of EPI Holdings, Inc. ("Endura"), for total consideration of approximately $403.3 million. The total consideration was funded with borrowings under our Term Loan Facility and ABL Facility. Endura is a leading innovator and manufacturer of high-performance door frames and door system components in the United States.

~~Table of Contents~~Divestitures

~~MASONITE~~•On ~~INTERNATIONAL~~April 23, ~~CORPORATION~~2024, we entered into an agreement to sell our Architectural reporting segment for a purchase price of approximately $75 million subject to customary post-closing adjustments. We expect to complete the transaction in the second quarter of 2024.

	Three Months Ended						Nine Months Ended
(In thousands)	October 1, 2023			October 2, 2022			October 1, 2023			October 2, 2022
Net sales	$	702,247		$	727,626		$	2,170,115		$	2,215,717
Cost of goods sold	536,548			560,442			1,655,558			1,684,799
Gross profit	165,699			167,184			514,557			530,918
Gross profit as a % of net sales	23.6		%	23.0		%	23.7		%	24.0		%
Selling, general and administration expenses	98,625			82,690			299,076			256,266
Selling, general and administration expenses as a % of net sales	14.0		%	11.4		%	13.8		%	11.6		%
Restructuring costs (benefit)	1,900			(141)			8,643			(221)
Operating income	65,174			84,635			206,838			274,873
Interest expense, net	11,913			10,266			39,653			31,098
Other (income) expense, net	(1,083)			211			(1,581)			(1,604)
Income before income tax expense	54,344			74,158			168,766			245,379
Income tax expense	12,041			16,376			38,074			59,502
Net income	42,303			57,782			130,692			185,877
Less: net income attributable to non-controlling interests	817			745			2,470			2,743
Net income attributable to Masonite	$	41,486		$	57,037		$	128,222		$	183,134

Three Months Ended October 1, 2023, Compared with Three Months Ended October 2, 2022

Net Sales

Net sales in the three months ended October 1, 2023, were $702.2 million, a decrease of $25.4 million from $727.6 million in the three months ended October 2, 2022. Foreign exchange rate fluctuations positively impacted net sales in the third quarter of 2023 by $2.5 million. The acquisition of Endura increased net sales by $59.7 million or 8.2%. Excluding the impact of foreign currency and our 2023 acquisition of Endura, net sales would have decreased by $87.6 million or 12.0% due to changes in volume, sales of components and average unit price. Lower volumes excluding the incremental impact of acquisitions or divestitures ("base volume") decreased net sales by $93.1 million or 12.8% in the third quarter of 2023 compared to the 2022 period. Net sales of components to external customers decreased $2.6 million or 0.4% in the third quarter of 2023 compared to the 2022 period. Average unit price increased net sales in the third quarter of 2023 by $8.1 million or 1.1% compared to the 2022 period.

	Three Months Ended October 1, 2023
(In thousands)	North American Residential			Europe			Architectural			Corporate & Other		Total
Net sales	$	553,294		$	64,813		$	82,558		$	4,066	$	704,731
Intersegment sales	(315)			(254)			(1,900)			(15)		(2,484)
Net sales to external customers	$	552,979		$	64,559		$	80,658		$	4,051	$	702,247
Percentage of consolidated external net sales	78.7		%	9.2		%	11.5		%

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MASONITE INTERNATIONAL CORPORATION

	Three Months Ended October 2, 2022
(In thousands)	North American Residential			Europe			Architectural			Corporate & Other		Total
Net sales	$	579,908		$	66,109		$	82,388		$	4,625	$	733,030
Intersegment sales	(468)			(391)			(4,545)			—		(5,404)
Net sales to external customers	$	579,440		$	65,718		$	77,843		$	4,625	$	727,626
Percentage of consolidated external net sales	79.6		%	9.0		%	10.7		%

North American Residential

Net sales to external customers from facilities in the North American Residential segment in the three months ended October 1, 2023, were $553.0 million, a decrease of $26.4 million or 4.6% from $579.4 million in the three months ended October 2, 2022. Foreign exchange rate fluctuations negatively impacted net sales in the third quarter of 2023 by $1.8 million. The acquisition of Endura increased net sales by $59.7 million or 10.3% in the third quarter of 2023. Excluding the impact of foreign currency and our 2023 acquisition of Endura, net sales would have decreased by $84.3 million or 14.5% due to changes in volume, average unit price and sales of components. Lower base volume decreased net sales in the third quarter of 2023 by $81.0 million or 14.0% compared to the 2022 period due to softening end market demand in new construction and residential repair, renovation and remodeling channels. Average unit price decreased net sales in the third quarter of 2023 by $3.9 million or 0.7% compared to the 2022 period. Net sales of components to external customers were $0.6 million higher in the third quarter of 2023 compared to the 2022 period.

Europe

Net sales to external customers from facilities in the Europe segment in the three months ended October 1, 2023, were $64.6 million, a decrease of $1.1 million or 1.7% from $65.7 million in the three months ended October 2, 2022. Foreign exchange rate fluctuations positively impacted net sales in the third quarter of 2023 by $4.7 million. Excluding this exchange rate impact, net sales would have decreased by $5.8 million or 8.8% due to changes in volume, average unit price and sales of components. Lower base volume decreased net sales by $4.3 million or 6.5% in the third quarter of 2023 compared to the 2022 period due to overall economic trends in the United Kingdom. Average unit price decreased net sales in the third quarter of 2023 by $1.1 million or 1.7% compared to the 2022 period. Net sales of components to external customers were $0.4 million lower in the third quarter of 2023 compared to the 2022 period.

Architectural

Net sales to external customers from facilities in the Architectural segment in the three months ended October 1, 2023, were $80.7 million, an increase of $2.9 million or 3.7% from $77.8 million in the three months ended October 2, 2022. Foreign exchange rate fluctuations negatively impacted net sales in the third quarter of 2023 by $0.3 million. Excluding this exchange rate impact, net sales would have increased by $3.2 million or 4.1% due to changes in average unit price, volume and sales of components. Average unit price increased net sales in the third quarter of 2023 by $14.0 million or 18.0% compared to the 2022 period. Lower base volume decreased net sales in the third quarter of 2023 by $7.8 million or 10.0% compared to the 2022 period. Net sales of components to external customers were $3.0 million lower in the third quarter of 2023 compared to the 2022 period.

Cost of Goods Sold

Cost of goods sold as a percentage of net sales was 76.4% and 77.0% for the three months ended October 1, 2023, and October 2, 2022, respectively. Material cost of sales and distribution as a percentage of net sales decreased by 3.9% and 0.1%, respectively, compared to the third quarter of 2022. Overhead, direct labor and depreciation as a percentage of net sales increased by 2.0%, 0.8% and 0.6%, respectively, compared to the 2022 period. The decrease in material cost of sales as a percentage of net sales was driven by lower inbound freight, tariff reductions and material cost savings projects. Distribution as a percentage of net sales remained relatively flat as compared to the 2022 period. Overhead as a percentage of net sales increased due to increased factory costs and wage inflation as compared to the 2022 period. Direct labor as a percentage of net sales increased due to higher manufacturing wage and benefit inflation.

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The increase in depreciation as a percentage of net sales was driven by the acquisition of Endura fixed assets as compared to the 2022 period.

Selling, General and Administration Expenses

In the three months ended October 1, 2023, selling, general and administration ("SG&A") expenses, as a percentage of net sales, were 14.0%, as compared to 11.4% in the three months ended October 2, 2022, an increase of 260 basis points.

SG&A expenses in the three months ended October 1, 2023, were $98.6 million, an increase of $15.9 million from $82.7 million in the three months ended October 2, 2022. The overall increase was driven by incremental SG&A from the acquisition of Endura of $8.7 million; a $3.8 million increase in acquisition and due diligence related costs; a $1.9 million increase in non-cash items including loss (gain) on disposal of property, plant and equipment, deferred compensation, depreciation and amortization, and share based compensation; a $1.6 million increase in professional and other fees to support growth; and a $0.5 million of unfavorable foreign exchange impacts. These increases were partially offset by a $0.6 million decrease in personnel costs.

Restructuring Costs (Benefit)

Restructuring costs (benefit) in the three months ended October 1, 2023, was $1.9 million of costs, compared to minimal benefit in the three months ended October 2, 2022. Restructuring costs in the current year period related primarily to the 2022 Plan.

Interest Expense, Net

Interest expense, net, in the three months ended October 1, 2023, was $11.9 million, compared to $10.3 million in the three months ended October 2, 2022. The increase in interest expense, net, is primarily due to the incremental borrowings under the Term Loan Facility related to the Endura acquisition.

Other (Income) Expense, Net

Other (income) expense, net includes profits and losses related to our non-majority owned unconsolidated subsidiaries that we recognize under the equity method of accounting, unrealized gains and losses on foreign currency remeasurements and other miscellaneous non-operating expenses. Other (income) expense, net, in the three months ended October 1, 2023, was $1.1 million of income, compared to $0.2 million of expense in the three months ended October 2, 2022. The change in other (income) expense, net is primarily due to a change in the fair value of plan assets in the deferred compensation rabbi trust and a change in hedging gains and losses, partially offset by a change in unrealized gains and losses on foreign currency remeasurements, the absence of pension expense and a change in our portion of the net gains and losses related to our non-majority owned unconsolidated subsidiaries that are recognized under the equity method of accounting.

Income Tax Expense

Income tax expense in the three months ended October 1, 2023, was $12.0 million, compared to $16.4 million in the three months ended October 2, 2022. The decrease in income tax expense is primarily due to the mix of income and losses within the tax jurisdictions in which we operate.

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MASONITE INTERNATIONAL CORPORATION

	Three Months Ended October 1, 2023
(In thousands)	North American Residential			Europe			Architectural			Corporate & Other		Total
Adjusted EBITDA	$	108,999		$	3,698		$	5,132		$	(10,593)	$	107,236
Adjusted EBITDA as a percentage of segment net sales	19.7		%	5.7		%	6.4		%			15.3		%

	Three Months Ended October 2, 2022
(In thousands)	North American Residential			Europe			Architectural			Corporate & Other		Total
Adjusted EBITDA	$	115,092		$	3,898		$	(219)		$	(6,849)	$	111,922
Adjusted EBITDA as a percentage of segment net sales	19.9		%	5.9		%	(0.3)		%			15.4		%

	Three Months Ended October 1, 2023
(In thousands)	North American Residential		Europe		Architectural		Corporate & Other		Total
Net income (loss) attributable to Masonite	$	87,508	$	(2,305)	$	1,718	$	(45,435)	$	41,486
Plus:
Depreciation	13,936		2,692		3,002		3,259		22,889
Amortization	3,353		3,062		367		670		7,452
Share based compensation expense	—		—		—		4,282		4,282
Loss on disposal of property, plant and equipment	1,723		6		50		—		1,779
Restructuring costs	1,898		—		—		2		1,900
Interest expense, net	—		—		—		11,913		11,913
Other expense (income), net	40		243		—		(1,366)		(1,083)
Income tax expense	—		—		—		12,041		12,041
Other items (1)	—		—		(5)		3,765		3,760
Net income attributable to non-controlling interest	541		—		—		276		817
Adjusted EBITDA	$	108,999	$	3,698	$	5,132	$	(10,593)	$	107,236

(1) Other items include $3,760 in acquisition and due diligence related costs in the three months ended October 1, 2023, and were recorded in selling, general and administration expenses within the condensed consolidated statements of income and comprehensive income.

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Results of Operations

	Three Months Ended October 2, 2022
	Three Months Ended
(In thousands)	~~North~~March ~~American~~31, ~~Residential~~2024			~~Europe~~April 2, 2023			~~Architectural~~		~~Corporate & Other~~		~~Total~~
Net income (loss) attributable to Masonite	$	103,589		$	(1,116)		$	(3,486)	$	(41,950)	$	57,037
Net sales	$	668,339		$	725,984
Plus:
Cost of goods sold	502,869			555,493
Depreciation	10,443			2,127			2,959		1,932		17,461
Gross profit	165,470			170,491
Amortization	442			2,985			278		551		4,256
Gross profit as a % of net sales	24.8		%	23.5		%
Share based compensation expense	—			—			—		5,556		5,556
Selling, general and administration expenses	152,644			101,705
Loss on disposal of property, plant and equipment	136			—			7		12		155
Selling, general and administration expenses as a % of net sales	22.8		%	14.0		%
Restructuring (benefit) costs	(178)			—			23		14		(141)
Restructuring costs	1,394			3,678
Interest expense, net	—			—			—		10,266		10,266
Operating income	11,432			65,108
Other (income) expense, net	—			(98)			—		309		211
Interest expense, net	12,022			14,252
Income tax expense	—			—			—		16,376		16,376
Other (income) expense, net	(85,250)			52
Net income attributable to non-controlling interest	660			—			—		85		745
Income before income tax expense	84,660			50,804
Adjusted EBITDA	$	115,092		$	3,898		$	(219)	$	(6,849)	$	111,922
Income tax expense	23,278			11,360
Net income	61,382			39,444
Less: net income attributable to non-controlling interests	327			953
Net income attributable to Masonite	$	61,055		$	38,491

~~Adjusted~~Three ~~EBITDA~~Months inEnded ~~our~~March ~~North American Residential segment was $109.0 million in the three months ended October 1~~31, ~~2023~~2024, aCompared ~~decrease~~with ofThree ~~$6.1~~Months ~~million,~~Ended orApril ~~5.3%, from $115.1 million in the three months ended October~~ 2, ~~2022. Adjusted EBITDA in the North American Residential segment included corporate allocations of shared costs of $23.5 million and $21.9 million in the third quarter of~~ 2023 ~~and 2022, respectively. The allocations generally consist of certain costs of human resources, legal, finance, information technology, research and development, marketing and share based compensation.~~

Adjusted EBITDA in our Europe segment was $3.7 million in the three months ended October 1, 2023, a decrease of $0.2 million, or 5.1%, from $3.9 million in the three months ended October 2, 2022. Adjusted EBITDA in the Europe segment included corporate allocations of shared costs of $1.8 million and $1.7 million in the third quarter of 2023 and 2022, respectively. The allocations generally consist of certain costs of human resources, legal, finance, information technology, marketing and share based compensation.

Adjusted EBITDA in our Architectural segment was $5.1 million in the three months ended October 1, 2023, an increase of $5.4 million, or 2,443.4%, from a loss of $0.2 million in the three months ended October 2, 2022. Adjusted EBITDA in the Architectural segment also included corporate allocations of shared costs of $2.4 million and $2.9 million in the third quarter of 2023 and 2022, respectively. The allocations generally consist of certain costs of human resources, legal, finance, information technology, research and development, marketing and share based compensation.

Nine Months Ended October 1, 2023, Compared with Nine Months Ended October 2, 2022

Net Sales

Net sales in the ~~nine~~three months ended ~~October~~March 131, ~~2023~~2024, were $~~2,170~~668.13 million, a decrease of $4557.67 million ~~or 2.1%~~ from $~~2,215~~726.70 million in the ~~nine~~three months ended ~~October~~April 2, ~~2022~~2023. Foreign exchange rate fluctuations ~~negatively~~positively impacted net sales in the first ~~nine~~quarter ~~months~~ of ~~2023~~2024 by $122.54 million. The acquisition of ~~Endura~~Fleetwood in late 2023 increased net sales by $~~178~~27.93 million or 83.18%. Excluding the impact of foreign currency and our ~~2023~~ acquisition of ~~Endura~~Fleetwood, net sales would have decreased by $~~212~~87.04 million or 912.60% due to changes in volume, ~~sales~~average ofunit ~~components~~price and ~~average~~sales ~~unit~~of ~~price~~components. Lower volumes excluding the incremental impact of acquisitions or divestitures ("base volume") decreased net sales by $~~328~~72.18 million or 1410.80% in the first ~~nine~~quarter ~~months~~ of ~~2023~~2024 compared to the ~~same~~2023 period. inAverage ~~2022.~~unit ~~Net~~price decreased net sales ofin ~~components~~the tofirst ~~external~~quarter ~~customers~~of ~~decreased~~2024 by $1310.21 million or 01.64% ~~in the first nine months of 2023~~ compared to the ~~same~~2023 period ~~in 2022~~. ~~Average~~Net ~~unit price increased net~~ sales inof ~~the~~components ~~first~~to ~~nine~~external ~~months~~customers ofdecreased ~~2023 by~~ $~~129~~4.35 million or 50.86% in the first quarter of 2024 compared to the ~~same~~2023 period ~~in 2022~~.

Net Sales and Percentage of Net Sales by Reportable Segment


	Three Months Ended March 31, 2024
(In thousands)	North American Residential			Europe			Architectural			Corporate & Other		Total
Net sales	$	531,357		$	58,487		$	78,743		$	3,765	$	672,352
Intersegment sales	(714)			(95)			(3,204)			—		(4,013)
Net sales to external customers	$	530,643		$	58,392		$	75,539		$	3,765	$	668,339
Percentage of consolidated external net sales	79.4		%	8.7		%	11.3		%

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MASONITE INTERNATIONAL CORPORATION

Nine Months Ended October 1, 2023

Three Months Ended April 2, 2023

(In thousands)

North American Residential

Europe

Architectural

Corporate & Other

Total

Net sales

1569,~~708,145~~429

~~194~~63,~~761~~716

~~267~~92,~~751~~861

125,~~502~~349

2731,~~183,159~~355

Intersegment sales

(~~1,158~~390)

(~~498~~22)

(114,~~373~~959)

~~(15)~~—

(135,~~044~~371)

Net sales to external customers

1569,~~706,987~~039

~~194~~63,~~263~~694

~~256~~87,~~378~~902

125,~~487~~349

2725,~~170,115~~984

Percentage of consolidated external net sales

78.74

98.08

1112.81

	Nine Months Ended October 2, 2022
(In thousands)	North American Residential			Europe			Architectural			Corporate & Other		Total
Net sales	$	1,757,820		$	222,120		$	236,941		$	15,641	$	2,232,522
Intersegment sales	(2,040)			(2,081)			(12,684)			—		(16,805)
Net sales to external customers	$	1,755,780		$	220,039		$	224,257		$	15,641	$	2,215,717
Percentage of consolidated external net sales	79.2		%	9.9		%	10.1		%

North American Residential

Net sales to external customers from facilities in the North American Residential segment in the ~~nine~~three months ended ~~October~~March 131, ~~2023~~2024, were $~~1,707~~530.06 million, a decrease of $4838.84 million or 26.87% from $~~1,755~~569.80 million in the ~~nine~~three months ended ~~October~~April 2, ~~2022~~2023. Foreign exchange rate fluctuations ~~negatively~~positively impacted net sales in the first ~~nine~~quarter ~~months~~ of ~~2023~~2024 by $90.2 million. The acquisition of ~~Endura~~Fleetwood in late 2023 increased net sales by $~~178~~27.93 million or 104.28% in the first ~~nine~~quarter ~~months~~ of ~~2023~~2024. Excluding the impact of foreign currency and our ~~2023~~ acquisition of ~~Endura~~Fleetwood, net sales would have decreased by $~~218~~65.59 million or 1211.46% due to changes in volume, average unit price and sales of components. Lower base volume decreased net sales in the first quarter of 2024 by $~~293~~57.47 million or 1610.71% ~~in the first nine months of 2023~~ compared to the ~~same~~2023 period ~~in 2022~~ due to softening end market demand in new construction and residential repair, renovation and remodeling channels. Average unit price ~~increased~~decreased net sales in the first ~~nine~~quarter ~~months~~ of ~~2023~~2024 by $748.07 million or 41.25% compared to the ~~2022~~2023 period. Net sales of components to external customers were $0.95 million higher in the first ~~nine~~quarter ~~months~~ of ~~2023~~2024 compared to the ~~same~~2023 period ~~in 2022~~.

Europe

Net sales to external customers from facilities in the Europe segment in the ~~nine~~three months ended ~~October~~March 131, ~~2023~~2024, were $~~194~~58.34 million, a decrease of $255.73 million or 118.73% from $~~220~~63.07 million in the ~~nine~~three months ended ~~October~~April 2, ~~2022~~2023. Foreign exchange rate fluctuations ~~negatively~~positively impacted net sales in the first ~~nine~~quarter ~~months~~ of ~~2023~~2024 by $12.63 million. Excluding this exchange rate impact, net sales would have decreased by $247.16 million or 11.09% due to changes in ~~volume~~average unit price, volume and sales of components. ~~and~~Average ~~average~~ unit price. ~~Lower base volume~~ decreased net sales in the first ~~nine~~quarter ~~months~~ of ~~2023~~2024 by $233.76 million or 105.87% compared to the ~~same~~2023 period. Lower base volume decreased net sales by $3.5 million or 5.5% in ~~2022~~the first quarter of 2024 compared to the 2023 period due to overall economic trends in the United Kingdom. Net sales of components to external customers were $20.65 million lower in the first ~~nine~~quarter ~~months~~ of ~~2023~~2024 compared to the ~~same period in 2022. Average unit price increased net sales in the first nine months of~~ 2023 ~~by $2.2 million or 1.0% compared to the 2022~~ period.

Architectural

Net sales to external customers from facilities in the Architectural segment in the ~~nine~~three months ended ~~October~~March 131, ~~2023~~2024, were $~~256~~75.45 million, ana ~~increase~~decrease of $3212.14 million or 14.31% from $~~224~~87.39 million in the ~~nine~~three months ended ~~October~~April 2, ~~2022~~2023. ~~Foreign~~Lower ~~exchange~~base ~~rate~~volume ~~fluctuations~~decreased ~~negatively impacted~~ net sales in the first ~~nine~~quarter ~~months~~ of ~~2023~~2024 by $111.67 million or 13.3% ~~Excluding~~compared ~~this~~to ~~exchange~~the ~~rate~~2023 ~~impact,~~period. ~~net~~Net sales ~~would~~of ~~have~~components ~~increased~~to byexternal customers were $332.75 million orlower ~~15.0%~~in ~~due~~the tofirst ~~changes~~quarter inof ~~average~~2024 ~~unit~~compared ~~price,~~to ~~volume~~the ~~and~~2023 ~~sales of components~~period. Average unit price increased net sales in the first ~~nine~~quarter ~~months~~ of ~~2023~~2024 by $521.08 million or ~~23.~~2.0% compared to the ~~2022~~2023 period. ~~Lower base volume decreased net sales in the~~

Cost of Goods Sold

Cost of goods sold as a percentage of net sales was 75.2% and 76.5% for the three months ended March 31, 2024, and April 2, 2023, respectively. Material cost of sales as a percentage of net sales decreased by 4.5% compared to the first quarter of 2023. Overhead, depreciation, distribution and direct labor as a percentage of net sales increased by 1.6%, 0.9%, 0.4% and 0.3%, respectively, compared to the 2023 period. The decrease in material cost of sales as a percentage of net sales was driven by anti-dumping and countervailing duty recoveries and other material cost savings projects. Overhead as a percentage of net sales increased due to higher factory costs and wage inflation as compared to the 2023 period. The increase in depreciation as a percentage of net sales was driven by accelerated depreciation on certain fixed assets as compared to the 2023 period. Distribution as a percentage of net sales increased due to outbound freight inflation as compared to the 2023 period. Direct labor as a percentage of net sales increased due to manufacturing wage and benefit inflation.

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first nine months of 2023 by $11.0 million or 4.9% compared to the 2022 period. Net sales of components to external customers were $7.3 million lower in the first nine months of 2023 compared to the same period in 2022.

Cost of Goods Sold

Cost of goods sold as a percentage of net sales was 76.3% and 76.0% for the nine months ended October 1, 2023, and October 2, 2022, respectively. Overhead, depreciation and direct labor as a percentage of net sales increased by 2.0%, 0.5% and 0.5%, respectively, compared to the 2022 period. Material cost of sales and distribution as a percentage of net sales decreased by 2.4% and 0.3%, respectively, compared to the 2022 period. Overhead as a percentage of net sales increased due to lower volumes, wage inflation and higher factory costs as compared to the 2022 period. The increase in depreciation as a percentage of net sales was driven by the acquisition of Endura fixed assets as compared to the first nine months of 2022. Direct labor as a percentage of net sales increased due to manufacturing wage and benefit inflation and increased factory costs. The decrease in material cost of sales as a percentage of net sales was driven by higher average unit prices, lower inbound freight and material cost savings projects, partially offset by commodity inflation. Distribution as a percentage of net sales decreased due to higher average unit prices and lower outbound freight, partially offset by lower volumes.

Selling, General and Administration Expenses

In the ~~nine~~three months ended ~~October~~March 131, ~~2023~~2024, selling, general and administration ("SG&A") expenses, as a percentage of net sales, were 1322.8%, as compared to 1114.60% in the ~~nine~~three months ended ~~October~~April 2, ~~2022~~2023, an increase of ~~220~~880 basis points.

SG&A expenses in the ~~nine~~three months ended ~~October~~March 131, ~~2023~~2024, were $~~299~~152.16 million, an increase of $4250.89 million from $~~256~~101.37 million in the ~~nine~~three months ended ~~October~~April 2, ~~2022~~2023. The overall increase was driven by a $36.5 million increase in acquisition and due diligence related costs; incremental SG&A from the acquisition of ~~Endura~~Fleetwood of $279.73 million; a $104.05 million increase in ~~non-cash~~professional ~~items~~and ~~including~~other ~~(gain)~~fees; ~~loss~~a on$1.1 ~~disposal~~million ofincrease ~~property,~~in ~~plant~~non-cash ~~and~~items ~~equipment,~~including ~~deferred compensation, depreciation and amortization, and~~ share based compensation;, adeferred ~~$6.4~~compensation ~~million~~and ~~increase~~depreciation ~~in acquisition~~ and ~~due diligence related costs~~amortization; and a $5.0.3 million ~~increase~~of inunfavorable ~~professional~~foreign ~~and~~exchange ~~other fees to support growth~~impacts. These increases were partially offset by a $50.78 million decrease in personnel costs ~~primarily driven by savings from our 2022 Plan and lower incentive compensation along with favorable foreign exchange impacts of $0~~.~~6 million.~~

Restructuring Costs ~~(Benefit)~~

Restructuring costs ~~(benefit)~~ in the ~~nine~~ three months ended March ~~October 1~~31, ~~2023~~2024, were $81.64 million ~~of costs~~, compared to ~~minimal~~$3.7 ~~benefit~~million in the ~~nine~~three months ended ~~October~~April 2, ~~2022~~2023. Restructuring costs in the ~~current~~prior year period ~~relate~~related primarily to the 2022 Plan.

Interest Expense, Net

Interest expense, net, in the ~~nine~~three months ended ~~October~~March 131, ~~2023~~2024, was $3912.70 million, compared to $3114.13 million in the ~~nine~~three months ended ~~October~~April 2, ~~2022~~2023. The ~~increase~~decrease in interest expense, net, is primarily due to the incremental borrowings under the Term Loan Facility and ABL Facility related to the Endura ~~acquisition~~and Fleetwood acquisitions in the prior year.

Other (Income) Expense, Net

Other (income) expense, net includes profits and losses related to our non-majority owned unconsolidated subsidiaries that we recognize under the equity method of accounting, unrealized gains and losses on foreign currency remeasurements and other miscellaneous non-operating expenses. Other (income) expense, net, in the three months ended March 31, 2024, was $185.63 million of income, incompared ~~each~~to $0.1 million of expense in the ~~nine~~three months ended ~~October~~April 12, 2023. ~~and~~The ~~October 2~~change in other (income) expense, ~~2022~~net is primarily due to a change in non-recurring income as a result of the termination fee paid to Masonite.

Income Tax Expense

Income tax expense in the ~~nine~~three months ended ~~October~~March 131, ~~2023~~2024, was $3823.13 million, compared to $5911.54 million in the ~~nine~~three months ended ~~October~~April 2, ~~2022~~2023. The ~~decrease~~increase in income tax expense is primarily due to the mix of income and losses within the tax jurisdictions in which we operate.

Segment Information


	Three Months Ended March 31, 2024
(In thousands)	North American Residential			Europe			Architectural			Corporate & Other		Total
Adjusted EBITDA	$	106,801		$	1,941		$	4,816		$	(16,458)	$	97,100
Adjusted EBITDA as a percentage of segment net sales	20.1		%	3.3		%	6.4		%			14.5		%


	Three Months Ended April 2, 2023
(In thousands)	North American Residential			Europe			Architectural			Corporate & Other		Total
Adjusted EBITDA	$	107,881		$	5,151		$	5,350		$	(12,217)	$	106,165
Adjusted EBITDA as a percentage of segment net sales	19.0		%	8.1		%	6.1		%			14.6		%

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The following reconciles net income (loss) attributable to Masonite to Adjusted EBITDA:

	Nine Months Ended October 1, 2023
	Three Months Ended March 31, 2024
(In thousands)	North American Residential			Europe			Architectural			Corporate & Other		Total
Adjusted EBITDA	$	334,451		$	11,540		$	17,768		$	(31,901)	$	331,858
Net income (loss) attributable to Masonite	$	83,282		$	(4,286)		$	1,595		$	(19,536)	$	61,055
Adjusted EBITDA as a percentage of segment net sales	19.6		%	5.9		%	6.9		%			15.3		%
Plus:
Depreciation	15,392			2,285			3,070			6,821		27,568
Amortization	7,137			2,836			185			718		10,876
Share based compensation expense	—			—			—			6,930		6,930
Loss (gain) on disposal of property, plant and equipment	95			7			(34)			1,000		1,068
Restructuring costs (benefits)	450			961			—			(17)		1,394
Interest expense, net	—			—			—			12,022		12,022
Other expense (income), net (1)	11			138			—			(85,399)		(85,250)
Income tax expense	—			—			—			23,278		23,278
Other items (2)	145			—			—			37,687		37,832
Net income attributable to non-controlling interest	289			—			—			38		327
Adjusted EBITDA	$	106,801		$	1,941		$	4,816		$	(16,458)	$	97,100

	Nine Months Ended October 2, 2022
(In thousands)	North American Residential			Europe			Architectural			Corporate & Other		Total
Adjusted EBITDA	$	367,733		$	24,307		$	(3,039)		$	(34,202)	$	354,799
Adjusted EBITDA as a percentage of segment net sales	20.9		%	11.0		%	(1.4)		%			16.0		%

(1) Other expense (income), net includes $85,250 in income primarily related to the PGTI termination fee in the three months ended March 31, 2024.

	Nine Months Ended October 1, 2023
(In thousands)	North American Residential		Europe		Architectural		Corporate & Other		Total
Net income (loss) attributable to Masonite	$	270,820	$	(5,332)	$	6,779	$	(144,045)	$	128,222
Plus:
Depreciation	41,472		7,307		8,959		9,617		67,355
Amortization	10,407		8,781		840		1,887		21,915
Share based compensation expense	—		—		—		17,439		17,439
Loss on disposal of property, plant and equipment	2,782		61		327		149		3,319
Restructuring costs	7,153		—		863		627		8,643
Interest expense, net	—		—		—		39,653		39,653
Other expense (income), net	13		723		—		(2,317)		(1,581)
Income tax expense	—		—		—		38,074		38,074
Other items (1)	—		—		—		6,349		6,349
Net income attributable to non-controlling interest	1,804		—		—		666		2,470
Adjusted EBITDA	$	334,451	$	11,540	$	17,768	$	(31,901)	$	331,858

(2) Other items include $37,832 in acquisition and due diligence related costs in the three months ended March 31, 2024, and were recorded in selling, general and administration expenses within the condensed consolidated statements of income and comprehensive income.

(1) Other items include $6,349 in acquisition and due diligence related costs in the nine months ended October 1, 2023, and were recorded in selling, general and administration expenses within the condensed consolidated statements of income and comprehensive income.


	Three Months Ended April 2, 2023
(In thousands)	North American Residential		Europe		Architectural		Corporate & Other		Total
Net income (loss) attributable to Masonite	$	86,755	$	203	$	1,465	$	(49,932)	$	38,491
Plus:
Depreciation	13,232		2,204		2,957		3,092		21,485
Amortization	3,790		2,808		252		571		7,421
Share based compensation expense	—		—		—		6,054		6,054
Loss (gain) on disposal of property, plant and equipment	1,040		(3)		(13)		14		1,038
Restructuring costs	2,380		—		684		614		3,678


Interest expense, net	—		—		—		14,252		14,252

Other (income) expense, net	(28)		(61)		—		141		52
Income tax expense	—		—		—		11,360		11,360
Other items (1)	—		—		5		1,376		1,381
Net income attributable to non-controlling interest	712		—		—		241		953
Adjusted EBITDA	$	107,881	$	5,151	$	5,350	$	(12,217)	$	106,165

(1) Other items include $1,381 in acquisition and due diligence related costs in the three months ended April 2, 2023, and were recorded in selling, general and administration expenses within the condensed consolidated statements of comprehensive income.

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	Nine Months Ended October 2, 2022
(In thousands)	North American Residential		Europe		Architectural		Corporate & Other		Total
Net income (loss) attributable to Masonite	$	333,233	$	8,062	$	(9,354)	$	(148,807)	$	183,134
Plus:
Depreciation	30,394		6,640		8,602		6,341		51,977
Amortization	1,528		9,314		679		1,643		13,164
Share based compensation expense	—		—		—		16,251		16,251
Loss (gain) on disposal of property, plant and equipment	1,873		(13)		(3,037)		(68)		(1,245)
Restructuring (benefit) costs	(359)		—		71		67		(221)
Interest expense, net	—		—		—		31,098		31,098
Other (income) expense, net	(792)		304		—		(1,116)		(1,604)
Income tax expense	—		—		—		59,502		59,502
Net income attributable to non-controlling interest	1,856		—		—		887		2,743
Adjusted EBITDA	$	367,733	$	24,307	$	(3,039)	$	(34,202)	$	354,799

Adjusted EBITDA in our North American Residential segment was $106.8 million in the three months ended March 31, 2024, a decrease of $1.1 million, or 1.0%, from $107.9 million in the three months ended April 2, 2023. Adjusted EBITDA in the North American Residential segment included corporate allocations of shared costs of $24.0 million and $22.7 million in the first quarter of 2024 and 2023, respectively. The allocations generally consist of certain costs of human resources, legal, finance, information technology, research and development, marketing and share based compensation.

Adjusted EBITDA in our ~~North~~Europe ~~American Residential~~ segment was $~~334~~1.59 million in the ~~nine~~three months ended ~~October~~March 131, ~~2023~~2024, a decrease of $333.23 million, or 963.01%, from $~~367~~5.72 million in the ~~nine~~three months ended ~~October~~April 2, ~~2022~~2023. Adjusted EBITDA in the ~~North~~Europe ~~American Residential~~ segment included corporate allocations of shared costs of $691.03 million and $~~66.~~1.8 million in the first ~~nine~~quarter ~~months~~ of ~~2023~~2024 and ~~2022~~2023, respectively. The allocations generally consist of certain costs of human resources, legal, finance, information technology, ~~research and development,~~ marketing and share based compensation.

Adjusted EBITDA in our ~~Europe~~Architectural segment was $114.58 million in the ~~nine~~three months ended ~~October~~March 131, ~~2023~~2024, a decrease of $120.86 million, or 5210.53%, from $245.34 million in the ~~nine~~three months ended ~~October~~April 2, ~~2022~~2023. Adjusted EBITDA in the ~~Europe~~Architectural segment also included corporate allocations of shared costs of $52.35 million and $52.19 million in the first ~~nine~~quarter ~~months~~ of ~~2023~~2024 and ~~2022~~2023, respectively. The allocations generally consist of certain costs of human resources, legal, finance, information technology, research and development, marketing and share based compensation.

Adjusted EBITDA in our Architectural segment was $17.8 million of earnings in the nine months ended October 1, 2023, an increase of $20.8 million, or 683.3%, from a loss of $3.0 million in the nine months ended October 2, 2022. Adjusted EBITDA in the Architectural segment also included corporate allocations of shared costs of $7.7 million and $8.6 million in the first nine months of 2023 and 2022, respectively. The allocations generally consist of certain costs of human resources, legal, finance, information technology, research and development, marketing and share based compensation.

Liquidity and Capital Resources

Our liquidity needs for operations vary throughout the year. Our principal sources of liquidity are cash flows from operating activities, the borrowings under our ABL Facility, ~~and~~ an accounts receivable sales program with a third party ("AR Sales Program"), asand ~~well as~~ our existing cash balance. Our anticipated uses of cash in the near term include, working capital needs, and capital expenditures for critical maintenance~~, safety and regulatory projects and share repurchases~~. On a continual basis, we evaluate and consider strategic acquisitions, divestitures and joint ventures to create shareholder value and enhance financial performance. ~~As of October 1, 2023, we do not have any material commitments for capital expenditures.~~

We believe that our cash balance on hand, future cash generated from operations, the use of our AR Sales Program, our ABL Facility and our ~~ABL~~Term Loan Facility, along with our ability to access the capital markets, will provide adequate liquidity for the foreseeable future. As of ~~October~~March 131, ~~2023~~2024, we had $~~360~~230.54 million of cash and cash equivalents, $~~276~~249.01 million of availability under our ABL Facility and $2627.9 million of availability under our AR Sales Program.

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Cash Flows

Cash provided by operating activities was $~~310~~133.43 million during the ~~nine~~three months ended ~~October~~March 131, ~~2023~~2024, compared to $8256.93 million in the ~~nine~~three months ended ~~October~~April 2, ~~2022~~2023. This $~~227~~77.50 million increase in cash provided by operating activities was due to $~~261~~33.97 million in cash provided by working capital and other assets and liabilities, ~~partially~~and ~~offset by~~ a $3443.43 million ~~decrease~~increase in net income attributable to Masonite, adjusted for non-cash and non-operating items in the first ~~nine~~three months of ~~2023~~2024 compared to the same period in ~~2022~~2023.

Cash used in investing activities was $~~432~~26.96 million during the ~~nine~~three months ended ~~October~~March 131, ~~2023~~2024, compared to $61373.50 million in the ~~nine~~three months ended ~~October~~April 2, ~~2022~~2023. This $~~371~~346.4 million ~~increase~~decrease in cash used in investing activities was primarily driven by athe absence of $~~352~~353.92 million ~~increase~~ in cash used in the ~~acquisition~~acquisitions of Endura and Fleetwood (net of cash acquired), a $203.41 million ~~increase~~decrease in cash ~~additions~~used toin ~~property,~~other ~~plant~~investing activities and ~~equipment, the absence of~~ $62.31 million offewer ~~proceeds~~additions ~~from the sale~~ of property, plant and equipment, ~~and a $3.8 million increase in cash used in other investing activities,~~ partially offset by the absence of $12.0 million of proceeds from repayment of a note receivable in the first ~~nine~~three months of ~~2023~~2024 compared to the same period in ~~2022~~2023.

Cash provided by financing activities was $~~184~~13.01 million during the ~~nine~~three months ended ~~October~~March 131, ~~2023~~2024, compared to $~~145~~229.81 million of cash ~~used~~provided inby financing activities during the ~~nine~~three months ended ~~October~~April 2, ~~2022~~2023. This $~~329~~242.82 million increase in cash ~~provided~~used byin financing activities was driven by athe absence of $~~227~~255.68 million ~~increase~~ in cash provided by debt-related transactions, a $~~100~~1.90 million ~~decrease~~increase in ~~cash~~distributions ~~used~~to ~~for~~non-controlling ~~repurchases~~interests ofand ~~common shares,~~ a $1.0.1 million ~~decrease~~increase in cash used for tax withholding on share based awards, ~~and~~partially offset by a $014.37 million decrease in ~~distributions~~cash toused ~~non-controlling~~for ~~interests~~repurchases of common shares in the first ~~nine~~three months of ~~2023~~2024 compared to the same period in ~~2022~~2023.

Share Repurchases

The Company's Board of Directors ~~has~~ approved five share repurchase authorizations, the most recent being an incremental $200.0 million share repurchase program approved on February 21, 2022. Under this program, the Company may repurchase shares from time to time, depending on market conditions and alternate uses of capital. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions and alternate uses of capital. The share repurchase program may be effected through Rule 10b5-1 plans, open market purchases, each in compliance with Rule 10b-18 under the Exchange Act, or privately negotiated transactions. The program may be suspended or discontinued at any time and does not have an expiration date. The Company entered into an accelerated share repurchase ("ASR") transaction during the first quarter of 2022 with a third-party financial institution for the repurchase of $100.0 million of its outstanding common shares. At inception, pursuant to the agreement, the Company paid $100.0 million to the financial institution using cash on hand and received an initial delivery of 848,087 common shares on the same day. The final delivery of 319,678 common shares occurred in the second quarter. The $100.0 million ASR transaction was therefore completed in the second quarter of 2022 with a total delivery 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 reflected as a reduction of equity at the initial delivery of shares and the number of common shares outstanding were reduced at the dates of physical delivery. During the nine months ended October 1, 2023, we repurchased 433,997 of our common shares in the open market at an aggregate cost of $39.1 million as part of the share repurchase programs. During the nine months ended October 2, 2022, we repurchased and retired 1,556,008 of our common shares in the open market at an aggregate cost of $140.0 million as part of the share repurchase programs and ASR. As of October 1, 2023, there was $207.8 million available for repurchase in accordance with the share repurchase programs.

~~Other Liquidity Matters~~33

Our cash and cash equivalents balance includes cash held in foreign countries in which we operate. Cash held outside Canada, in which we are incorporated, is free from significant restrictions that would prevent the cash from being accessed to meet our liquidity needs including, if necessary, to fund operations and service debt obligations in Canada. However, earnings from certain jurisdictions are indefinitely reinvested in those jurisdictions. Upon the repatriation of any earnings to Canada, in the form of dividends or otherwise, we may be subject to Canadian income taxes and withholding taxes payable to the various foreign countries. As of October 1, 2023, we do not believe adverse tax consequences exist that restrict our use of cash or cash equivalents in a material manner.

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~~adverse~~may ~~effect~~repurchase shares from time to time, depending on ~~our~~market ~~results~~conditions and alternate uses of ~~operations~~capital. ~~However~~The timing and actual number of shares repurchased will depend on a variety of factors, ifincluding ~~economic~~price, general business and market conditions ~~were~~and toalternate ~~deteriorate,~~uses itof iscapital. ~~possible~~The ~~there~~share ~~could~~repurchase program may be aneffected ~~impact~~through onRule ~~our~~10b5-1 ~~results~~plans, ofopen ~~operations~~market purchases, each in acompliance ~~future~~with ~~period~~Rule ~~and~~10b-18 ~~this~~under ~~impact~~the ~~could~~Exchange Act, or privately negotiated transactions. The program may be ~~material~~suspended or discontinued at any time and does not have an expiration date.

The Arrangement Agreement (as defined herein) with Owens Corning restricts our ability to repurchase our shares and therefore our share repurchase program is currently suspended through February 8, 2025, other than for the repurchase of shares associated with tax withholding requirements for share-based compensation. During the three months ended March 31, 2024, we did not repurchase any of our common shares in the open market. During the three months ended April 2, 2023, we repurchased and retired 168,523 of our common shares in the open market at an aggregate cost of $14.7 million as part of the share repurchase programs and ASR. As of March 31, 2024, there was $200.3 million available for repurchase in accordance with the share repurchase programs.

Other Liquidity Matters

Our cash and cash equivalents balance includes cash held in foreign countries in which we operate. Cash held outside Canada, in which we are incorporated, is free from significant restrictions that would prevent the cash from being accessed to meet our liquidity needs including, if necessary, to fund operations and service debt obligations in Canada. However, earnings from certain jurisdictions are indefinitely reinvested in those jurisdictions. Upon the repatriation of any earnings to Canada, in the form of dividends or otherwise, we may be subject to Canadian income taxes and withholding taxes payable to the various foreign countries. As of March 31, 2024, we do not believe adverse tax consequences exist that restrict our use of cash or cash equivalents in a material manner.

We also routinely monitor the changes in the financial condition of our customers and the potential impact on our results of operations. There has not been a change in the financial condition of any customer that has had a material adverse effect 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 future period and this impact could be material.

Accounts Receivable Sales Program

Under the AR Sales Program, we can transfer ownership of eligible trade accounts receivable of certain customers. Receivables are sold outright to a third party who assumes the full risk of collection, without recourse to us in the event of a loss. Transfers of receivables under this AR Sales Program are accounted for as sales. Proceeds from the transfers reflect the face value of the accounts receivable less a discount. Receivables sold under the AR Sales Program are excluded from trade accounts receivable in the condensed consolidated balance sheets and are included in cash flows from operating activities in the condensed consolidated statements of cash flows. The discounts on the sales of trade accounts receivable sold, if any, under the AR Sales Program were not material for any of the periods presented and were recorded in selling, general and administration expenses within the condensed consolidated statements of income and comprehensive income.

~~3.50%~~ Senior Notes ~~due 2030~~

On July 26, 2021, we issued $375.0 million aggregate principal senior unsecured notes (the "2030 Notes"), all of which was outstanding as of ~~October~~March 131, ~~2023~~2024. The 2030 Notes bear interest at 3.50% per annum. The 2030 Notes were issued under an indenture which contains limited covenants that are described in detail in our Annual Report. As of ~~October~~March 131, ~~2023~~2024, we were in compliance with all covenants under the indenture governing the 2030 Notes.

On July 25, 2019, we issued $500.0 million aggregate principal senior unsecured notes (the "2028 Notes"), all of which was outstanding as of March 31, 2024. The 2028 Notes bear interest at 5.375% ~~Senior~~per annum. The 2028 Notes ~~due~~were issued under an indenture which contains restrictive covenants that are described in detail in our Annual Report. As of March 31, 2024, we were in compliance with all covenants under the indenture governing the 2028 Notes.

On July 25, 2019, we issued $500.0 million aggregate principal senior unsecured notes (the "2028 Notes"), all of which was outstanding as of October 1, 2023. The 2028 Notes bear interest at 5.375% per annum. The 2028 Notes were issued under an indenture which contains restrictive covenants that are described in detail in our Annual Report. As of October 1, 2023, we were in compliance with all covenants under the indenture governing the 2028 Notes.

Term Loan Facility

Obligations under the Term Loan Credit Agreement are fully 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, such subsidiaries. The Term Loans were funded in an amount of $250.0 million and applied to finance a portion of the consideration paid in connection with the consummation of the Endura acquisition on January 3, 2023. We received net proceeds of $246.4 million after deducting $3.6 million of debt issuance costs. The debt issuance costs were capitalized as a reduction to the carrying value of debt and are being accreted to interest expense over the term of the loan using the effective interest method.34

The Term Loan Credit Agreement contains various customary representations, warranties by us and covenants that are described in detail in our Annual Report. As of October 1, 2023, we were in compliance with all covenants under the indenture governing the Term Loan Credit Agreement.

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(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 defined in the Term Loan Credit Agreement) plus an applicable 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 the greater of the federal funds rate and the rate comprised of both overnight federal funds and overnight Eurodollar transactions denominated in U.S. dollars, (iii) 1.00% above the Adjusted Term SOFR Rate for a one month interest period and (iv) 1.00%, plus, in each case, an applicable margin of 1.25%, subject to, in each of cases (1) and (2), an agreed interest rate floor. The Term Loans are repayable in equal quarterly installments for 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 Maturity Date.

The Term Loan Credit Agreement contains various customary representations, warranties by us and covenants that are described in detail in our Annual Report. As of March 31, 2024, we were in compliance with all covenants under the indenture governing the Term Loan Credit Agreement.

ABL Facility

Changes in Accounting Standards and Policies

Changes in accounting standards and policies are discussed in Note 1. Business Overview and Significant Accounting Policies in the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reported period.

Please refer to "Critical Accounting Policies and Estimates" described in Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report, from which there have been no material changes.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

For our disclosures about market risk, please see Part II, Item 7A. "Quantitative and Qualitative Disclosures about Market Risk," in our Annual Report. We believe there have been no material changes to the information provided therein.

Item 4. Controls and Procedures

~~Evaluation of~~ Disclosure Controls and Procedures

We maintain disclosure controls and procedures as defined in Rule 13a-15(e) ~~and Rule 15d-15(e)~~ under the ~~Securities and~~ Exchange Act ~~of 1934, as amended (the "Exchange Act"),~~ that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the ~~SEC'~~Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~Management,~~ ~~with~~Based ~~the~~on ~~participation~~management's ofevaluation, ~~our~~the Chief Executive Officer and the Chief Financial Officer have concluded that, ~~has~~as ~~evaluated~~of the ~~effectiveness~~end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures aswere not effective because of the material weakness in internal control over financial reporting previously identified and disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, the end of the ~~period~~most ~~covered~~recent byfiscal ~~this~~year. ~~report~~Specifically, management identified a material weakness in our internal control over financial reporting relating to business combinations. ~~Based~~A onmaterial ~~that~~weakness ~~evaluation~~is a deficiency, ~~the~~or ~~Chief~~combination ~~Executive~~of ~~Officer~~deficiencies, ~~and~~in ~~the~~internal ~~Chief~~control ~~Financial~~over ~~Officer~~financial ~~have~~reporting, ~~concluded~~such that, asthere ofis ~~the~~a ~~end~~reasonable possibility that a material misstatement of the ~~period~~company's ~~covered~~annual byor ~~this~~interim ~~report,~~financial ~~our~~statements ~~disclosure~~will ~~controls~~not ~~and~~be ~~procedures~~prevented ~~were~~or ~~effective~~detected on a timely basis.

Notwithstanding the above, the material weakness did not result in any material misstatements to the condensed consolidated financial statements. Further, management believes and has concluded that the condensed consolidated financial statements included in this report fairly present, in all material respects, the Company's financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

Management continues to work to improve its controls related to the material weakness and believes that the implementation of business combination controls relating to finalizing the preliminary purchase allocations or to new business combinations will substantially remediate the material weakness identified. As we continue to evaluate and take actions to improve our internal control over financial reporting, we may determine to take additional actions to address control deficiencies or determine to modify certain of the remediation measures described above.

Changes in Internal Control over Financial Reporting

Other than the material weakness detailed above, there have been no changes in our internal control over financial reporting during the fiscal quarter covered by this report that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

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MASONITE INTERNATIONAL CORPORATION

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the fiscal quarter covered by this report that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The information required with respect to this item can be found in Note 7. Commitments and Contingencies in the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report and is incorporated by reference into this Part II, Item 1. Such information should be read in conjunction with the information contained under Part I, Item 3 "Legal Proceedings" included in our Annual Report.

Item 1A. Risk Factors

You should carefully review and consider the information regarding certain factors which could materially affect our business, financial condition or future results as set forth under Item 1A "Risk Factors" in our Annual Report. There have been no material changes from the risk factors disclosed in such Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities, ~~Use of Proceeds~~ and ~~Issuer~~Use ~~Purchases~~ of ~~Equity Securities~~Proceeds

(a) Unregistered Sale of Equity Securities.

None.

(b) Use of Proceeds.

Not applicable.

During the three months ended ~~October~~March 131, ~~2023~~2024, we ~~repurchased~~did ~~106,329~~not repurchase any of our common shares in the open market.

	Total Number of Shares Purchased	Average Price Paid per Share		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
July 3, 2023 through July 30, 2023	—	$	—	—	$	217,771,210
July 31, 2023 through August 27, 2023	—	—		—	217,771,210
August 28, 2023 through October 1, 2023	106,329	94.05		106,329	207,771,240
Total	106,329	$	94.05	106,329

The ~~Company's~~Arrangement ~~Board~~Agreement of(as ~~Directors~~defined ~~has~~herein) ~~approved~~with ~~five~~Owens ~~share~~Corning ~~repurchase~~restricts ~~authorizations,~~our ~~the~~ability ~~most~~to ~~recent being an incremental $200.0 million share~~ repurchase ~~program~~our ~~approved on February 21, 2022. Under this program, the Company may repurchase~~ shares ~~from time to time, depending on market conditions~~ and ~~alternate~~therefore ~~uses~~our ~~of capital. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions and alternate uses of capital. The~~ share repurchase program ~~may~~is becurrently ~~effected~~suspended through ~~Rule~~February ~~10b5-1 plans~~8, ~~open market purchases~~2025, ~~each~~other inthan ~~compliance~~for ~~with Rule 10b-18 under~~ the ~~Exchange~~repurchase ~~Act,~~of orshares ~~privately~~associated ~~negotiated~~with ~~transactions.~~tax ~~The~~withholding ~~program~~requirements ~~may~~for beshare-based ~~suspended or discontinued at any time and does not have an expiration date~~compensation. As of ~~October~~March 131, ~~2023~~2024, $~~207~~200.83 million was available for repurchase in accordance with the share repurchase programs.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

During the three months ended ~~October~~March 131, ~~2023~~2024, no director or Section 16 officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements in each case, as defined in Item 408 of Regulation S-K.

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Item 6. Exhibits

The following is a list of all exhibits filed or furnished as part of this report:

Exhibit No.		Description
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 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 011-11796) filed with the Securities and Exchange Commission on November 3, 2022)
2.2†		Securities Purchase Agreement, dated as of October 19, 2023, by and among Masonite Corporation, Fleetwood Aluminum Products, LLC, the sellers listed on Schedule I of the agreement, and Gary Gumbleton, as the sellers' representative (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K (File No.011-11796) filed with the Securities and Exchange Commission on October 19, 2023)
2.3†		Arrangement Agreement, dated as of February 8, 2024, by and among Owens Corning, MT Acquisition Co ULC and Masonite International Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 011-11796) filed with the Securities and Exchange Commission on February 8, 2024)
10.1* #		Form of Restricted Stock Unit Agreement pursuant to the Masonite International Corporation 2021 Omnibus Incentive Plan (February 2024)
10.2* #		2024 Masonite Incentive Plan (MIP) Plan Document (correcting Exhibit 10.4 to the Company's Annual Report on Form 10-K (File No. 011-11796) filed with the Securities and Exchange Commission on February 29, 2024)
31.1*		Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*		Interactive Data Files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language ("Inline XBRL"): (i) the Registrant's Condensed Consolidated Statements of Income and Comprehensive Income for the three ~~and nine~~ months ended ~~October~~March 131, ~~2023~~2024, and ~~October~~April 2, ~~2022~~2023; (ii) the Registrant's Condensed Consolidated Balance Sheets as of ~~October~~March 131, ~~2023~~2024, and ~~January~~December 131, 2023; (iii) the Registrant's Condensed Consolidated Statements of Changes in Equity for the three ~~and nine~~ months ended ~~October~~March 131, ~~2023~~2024, and ~~October~~April 2, ~~2022~~2023; (iv) the Registrant's Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~October~~March 131, ~~2023~~2024, and ~~October~~April 2, ~~2022~~2023; and (v) the notes to the Registrant's Condensed Consolidated Financial Statements
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*	Filed or furnished herewith.
#	Denotes management contract or compensatory plan.
†	Schedules and certain exhibits have been omitted pursuant to Item 601 (b)(2) of Regulation S-K. The registrant hereby agrees to supplementally furnish to the SEC upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MASONITE INTERNATIONAL CORPORATION

(Registrant)

Date:

~~November~~May 87, ~~2023~~2024

/s/ Russell T. Tiejema

Russell T. Tiejema

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

Date:

~~November~~May 87, ~~2023~~2024

/s/ Catherine A. Shellabarger

Catherine A. Shellabarger

Vice President, Chief Accounting Officer

(Principal Accounting Officer)

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