mbc-20250330

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended March 30, 2025


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

Commission file number 001-41545

MasterBrand, Inc.

(Exact name of registrant as specified in its charter)


Delaware			88-3479920
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

3300 Enterprise Parkway, Suite 300 Beachwood, Ohio			44122
(Address of principal executive offices)			(Zip Code)

877-622-4782

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Common Stock, par value $0.01 per share	MBC	New York Stock Exchange
(Title of each class)	(Trading Symbol)	(Name of each 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 x No o

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 such files). Yes x No o

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. o

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

The registrant had outstanding 126,737,520 shares of common stock as of May 2, 2025.


			Page No
Part I - Financial Information			1
Item 1. Financial Statements (Unaudited)			1
Condensed Consolidated Statements of Income			1
Condensed Consolidated Statements of Comprehensive Income			2
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Cash Flows			4
Condensed Consolidated Statements of Equity			5
Notes To Unaudited Condensed Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Item 3. Quantitative and Qualitative Disclosures About Market Risk			26
Item 4. Controls and Procedures			26
Part II - Other Information			27
Item 1. Legal Proceedings			27
Item 1A. Risk Factors			27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			29
Item 3. Defaults Upon Senior Securities			30
Item 4. Mine Safety Disclosures			30
Item 5. Other Information			30
Item 6. Exhibits			31
Signatures			32


	13 Weeks Ended
(U.S. Dollars presented in millions, except per share amounts)		March 30, 2025		March 31, 2024
NET SALES		$	660.3	$	638.1
Cost of products sold		458.1		433.4
GROSS PROFIT		202.2		204.7
Selling, general and administrative expenses		154.0		137.8
Amortization of intangible assets		6.4		3.7

Restructuring charges		4.7		0.4
OPERATING INCOME		37.1		62.8

Interest expense		19.4		14.1
Other expense (income), net		0.4		(0.3)
INCOME BEFORE TAXES		17.3		49.0
Income tax expense		4.0		11.5
NET INCOME		$	13.3	$	37.5
Average Number of Shares of Common Stock Outstanding
Basic		127.5		127.0
Diluted		130.7		130.5
Earnings Per Common Share
Basic		$	0.10	$	0.30
Diluted		$	0.10	$	0.29


	13 Weeks Ended
(U.S. Dollars presented in millions)		March 30, 2025		March 31, 2024
NET INCOME		$	13.3	$	37.5
Other comprehensive income, before tax:
Foreign currency translation adjustments		1.2		(1.1)
Unrealized gains on derivatives:
Unrealized holding gains arising during period		1.0		1.8
Less: reclassification adjustment for losses (gains) included in net income		2.9		(0.5)
Unrealized gains on derivatives		3.9		1.3
Defined benefit plans:
Pension settlement gain		5.6		—
Amortization of net actuarial loss		0.2		—
Defined benefit plans		5.8		—
Other comprehensive income, before tax		10.9		0.2
Income tax expense related to items of other comprehensive income		(1.4)		—
Other comprehensive income, net of tax		9.5		0.2
COMPREHENSIVE INCOME		$	22.8	$	37.7


(U.S. Dollars presented in millions)	March 30, 2025		December 29, 2024
ASSETS
Current assets
Cash and cash equivalents	$	113.5	$	120.6
Accounts receivable, net	221.1		191.0
Inventories	288.7		276.4
Other current assets	65.8		62.7
TOTAL CURRENT ASSETS	689.1		650.7
Property, plant and equipment, net of accumulated depreciation	476.2		481.5
Operating lease right-of-use assets, net of accumulated amortization	63.0		66.4
Goodwill	1,126.1		1,125.8
Other intangible assets, net of accumulated amortization	565.3		571.3
Other assets	36.1		34.1
TOTAL ASSETS	$	2,955.8	$	2,929.8
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	182.4	$	180.7

Current operating lease liabilities	19.2		19.5
Other current liabilities	160.9		195.2
TOTAL CURRENT LIABILITIES	362.5		395.4
Long-term debt	1,058.2		1,007.8
Deferred income taxes	157.5		158.7
Pension and other postretirement plan liabilities	3.6		3.2
Operating lease liabilities	52.2		55.0
Other non-current liabilities	15.1		15.0
TOTAL LIABILITIES	1,649.1		1,635.1
Contingencies and Accrued Losses (Note 14)
Equity
Common stock (par value $0.01 per share; authorized 750.0 million shares; 131.7 million issued and 127.2 million outstanding as of March 30, 2025; 130.9 million issued and 127.6 million outstanding as of December 29, 2024)	1.3		1.3
Paid-in capital	44.8		39.7
Treasury stock, at cost	(59.9)		(44.0)
Accumulated other comprehensive loss	(23.2)		(32.7)
Retained earnings	1,343.7		1,330.4
TOTAL EQUITY	1,306.7		1,294.7
TOTAL LIABILITIES AND EQUITY	$	2,955.8	$	2,929.8


	Common Stock			Paid-in Capital		Treasury stock, at cost		Accumulated Other Comprehensive Loss		Retained Earnings		Total Equity
(U.S. Dollars and shares presented in millions)	Shares	Amount
Balance at December 31, 2023	126.8	$	1.3	$	17.8	$	(26.1)	$	(3.7)	$	1,204.5	$	1,193.8
Comprehensive income:
Net income	—	—		—		—		—		37.5		37.5
Other comprehensive income	—	—		—		—		0.2		—		0.2
Stock-based compensation	0.5	—		4.3		(4.9)		—		—		(0.6)
Stock repurchase program	(0.1)	—		—		(1.9)		—		—		(1.9)

Balance at March 31, 2024	127.2	$	1.3	$	22.1	$	(32.9)	$	(3.5)	$	1,242.0	$	1,229.0

Balance at December 29, 2024	127.6	$	1.3	$	39.7	$	(44.0)	$	(32.7)	$	1,330.4	$	1,294.7
Comprehensive income:
Net income	—	—		—		—		—		13.3		13.3
Other comprehensive income	—	—		—		—		9.5		—		9.5
Stock-based compensation	0.4	—		5.1		(4.5)		—		—		0.6
Stock repurchase program	(0.8)	—		—		(11.4)		—		—		(11.4)
Balance at March 30, 2025	127.2	$	1.3	$	44.8	$	(59.9)	$	(23.2)	$	1,343.7	$	1,306.7


(U.S. Dollars presented in millions)
Net Sales	$	60.8
Net Income	$	4.1


	13 Weeks Ended
(U.S. Dollars presented in millions)		March 30, 2025		March 31, 2024
Net Sales by Channel
Dealers(a)		$	353.1	$	315.0
Retailers(b)		223.5		242.9
Builders(c)		83.7		80.2
Net sales		$	660.3	$	638.1
Net Sales by Shipping Location
United States		$	635.0	$	608.2
Canada		21.9		25.2
Mexico		3.4		4.7
Net sales		$	660.3	$	638.1


(U.S. Dollars presented in millions)	March 30, 2025		December 29, 2024
Inventories:
Raw materials and supplies	$	197.3	$	197.2
Work in process	25.6		25.7
Finished products	65.8		53.5
Total inventories	$	288.7	$	276.4
Property, plant and equipment:
Land and improvements	$	37.5	$	37.4
Buildings and improvements to leaseholds	363.1		360.1
Machinery and equipment	654.6		648.8
Construction in progress	40.8		41.4
Property, plant and equipment, gross	1,096.0		1,087.7
Less: accumulated depreciation	619.8		606.2
Property, plant and equipment, net of accumulated depreciation	$	476.2	$	481.5




Other current liabilities:
Accrued salaries, wages and other compensation	$	41.0	$	54.9
Accrued income and other taxes	16.7		14.2
Interest payable	10.8		25.5
Accrued product warranties	8.8		9.3
Accrued restructuring	7.7		4.9
Derivative payable	2.1		5.7
Other accrued expenses	73.8		80.7
Total other current liabilities	$	160.9	$	195.2


(U.S. Dollars presented in millions)	Total Goodwill
Balance at December 29, 2024	$	1,125.8
2025 translation adjustments	0.3
Balance at March 30, 2025	$	1,126.1


(U.S. Dollars presented in millions)	Location	March 30, 2025		December 29, 2024
Assets:
Foreign exchange contracts	Other current assets	$	0.2	$	—
	Total assets	$	0.2	$	—
Liabilities:
Foreign exchange contracts	Other current liabilities	$	2.1	$	5.7
	Total liabilities	$	2.1	$	5.7


	13 Weeks Ended
(U.S. Dollars presented in millions)	March 30, 2025		March 31, 2024
OPERATING ACTIVITIES
Net income	$	13.3	$	37.5
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation	16.4		12.2
Amortization of intangibles	6.4		3.7
Restructuring charges, net of cash payments	3.1		(0.8)
Amortization of finance fees	0.7		0.5
Stock-based compensation	5.1		4.3
Recognition of pension settlement charge	0.3		—


Changes in operating assets and liabilities:
Accounts receivable	(30.0)		(21.7)
Inventories	(12.2)		1.6
Other current assets	5.9		1.3
Accounts payable	(0.1)		10.2
Accrued expenses and other current liabilities	(38.0)		(29.6)
Other items	(2.3)		(0.5)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	(31.4)		18.7
INVESTING ACTIVITIES
Capital expenditures(a)	(9.8)		(7.0)


NET CASH USED IN INVESTING ACTIVITIES	(9.8)		(7.0)
FINANCING ACTIVITIES
Proceeds from revolving credit facility borrowings	95.0		—



Repayment of revolving credit facility borrowings	(45.0)		—

Repurchase of common stock	(11.4)		(1.6)
Payments of employee taxes withheld from share-based awards	(4.5)		(4.9)
Other items	(0.6)		(0.6)


	March 30, 2025						December 29, 2024
(U.S. Dollars presented in millions)	Gross Carrying Amounts		Accumulated Amortization		Net Book Value		Gross Carrying Amounts		Accumulated Amortization		Net Book Value
Indefinite-lived tradenames	$	266.4	$	—	$	266.4	$	266.1	$	—	$	266.1
Amortizable intangible assets
Tradenames	10.0		(10.0)		—		10.0		(10.0)		—
Customer and contractual relationships	535.7		(236.8)		298.9		535.4		(230.2)		305.2
Patents/proprietary technology	11.0		(11.0)		—		11.0		(11.0)		—
Total	556.7		(257.8)		298.9		556.4		(251.2)		305.2
Total identifiable intangibles	$	823.1	$	(257.8)	$	565.3	$	822.5	$	(251.2)	$	571.3


	March 30, 2025			December 29, 2024
(U.S. Dollars presented in millions)		Long-term		Long-term


Revolving credit facility due June 2029		$	370.0	$	320.0
7.00% Senior Notes due 2032		700.0		700.0
		1,070.0		1,020.0
Less: Unamortized debt issuance costs		(11.8)		(12.2)
Total		$	1,058.2	$	1,007.8


		Amount Recognized in Statement of Comprehensive Income for Cash Flow Hedging Relationships
	13 Weeks Ended
(U.S. Dollars presented in millions)			March 30, 2025		March 31, 2024
Foreign exchange contracts:
Unrealized holding gains arising during period			$	1.0	$	1.8
Less: reclassification adjustment for losses (gains) included in net income			2.9		(0.5)
Unrealized gains on derivatives			$	3.9	$	1.3


		Amount of (Loss) Gain Recognized in Earnings on Fair Value Hedging Relationships
	13 Weeks Ended
(U.S. Dollars presented in millions)			March 30, 2025		March 31, 2024
Foreign exchange contracts:
Hedged items			$	(0.2)	$	0.1

Net (losses) gains recognized in earnings			$	(0.2)	$	0.1


	Fair Value
(U.S. Dollars presented in millions)	March 30, 2025		December 29, 2024
Assets:
Derivative asset financial instruments (Level 2)	$	0.2	$	—
Deferred compensation program assets (Level 2)	10.7		9.6
Total assets	$	10.9	$	9.6
Liabilities:
Derivative liability financial instruments (Level 2)	$	2.1	$	5.7

SEC Form 10-Q filed by MasterBrand Inc.