Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Share Name	Share Symbol	Market	Type
Masonite International Corporation	NYSE:DOOR	NYSE	Common Stock

	Price Change	% Change	Share Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	132.84				0	00:00:00

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 March 31, 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 21,983,958 shares of Common Stock, no par value, as of May 3, 2024.

MASONITE INTERNATIONAL CORPORATION

INDEX TO QUARTERLY REPORT ON FORM 10-Q

March 31, 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	25
Item 3	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4	Controls and Procedures	36
PART II
Item 1	Legal Proceedings	37
Item 1A	Risk Factors	37
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3	Defaults Upon Senior Securities	37
Item 4	Mine Safety Disclosures	37
Item 5	Other Information	37
Item 6	Exhibits	38

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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 December 31, 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 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.

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)

(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	March 31, 2024		December 31, 2023
Current assets:
Cash and cash equivalents	$	230,441	$	137,414
Restricted cash	12,426		11,926
Accounts receivable, net	336,472		326,224
Inventories, net	383,866		391,199
Prepaid expenses and other assets	60,168		60,092
Income taxes receivable	27,928		26,544
Total current assets	1,051,301		953,399
Property, plant and equipment, net	743,900		747,970
Operating lease right-of-use assets	235,408		202,806
Investment in equity investees	21,360		20,378
Goodwill	294,846		294,710
Intangible assets, net	391,913		402,941
Deferred income taxes	10,420		26,658
Other assets	37,570		36,517
Total assets	$	2,786,718	$	2,685,379

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	151,392	$	113,208
Accrued expenses	225,500		240,476
Income taxes payable	11,281		3,400
Current portion of long-term debt	37,500		37,500
Total current liabilities	425,673		394,584
Long-term debt	1,040,536		1,049,384

Long-term operating lease liabilities	226,058		186,647
Deferred income taxes	116,348		120,278
Other liabilities	58,049		75,158
Total liabilities	1,866,664		1,826,051
Commitments and Contingencies (Note 7)
Equity:
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	223,442		231,332
Retained earnings	272,936		211,881
Accumulated other comprehensive loss	(124,735)		(120,192)
Total equity attributable to Masonite	910,389		848,253
Equity attributable to non-controlling interests	9,665		11,075
Total equity	920,054		859,328
Total liabilities and equity	$	2,786,718	$	2,685,379

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
	March 31, 2024		April 2, 2023
Total equity, beginning of period	$	859,328	$	742,782
Share capital:
Beginning of period	525,232		520,003
Common shares issued for delivery of share based awards	12,504		12,372
Common shares issued under employee stock purchase plan	1,010		806
Common shares repurchased	—		(4,025)
End of period	538,746		529,156
Additional paid-in capital:
Beginning of period	231,332		226,514
Share based compensation expense	6,930		6,054
Common shares issued for delivery of share based awards	(12,504)		(12,372)
Common shares withheld to cover income taxes payable due to delivery of share based awards	(2,094)		(1,960)
Common shares issued under employee stock purchase plan	(222)		(226)

End of period	223,442		218,010
Retained earnings:
Beginning of period	211,881		127,826
Net income attributable to Masonite	61,055		38,491
Common shares repurchased	—		(10,692)
End of period	272,936		155,625
Accumulated other comprehensive loss:
Beginning of period	(120,192)		(142,224)
Other comprehensive (loss) income attributable to Masonite, net of tax	(4,543)		9,103
End of period	(124,735)		(133,121)
Equity attributable to non-controlling interests:
Beginning of period	11,075		10,663
Net income attributable to non-controlling interests	327		953
Other comprehensive loss attributable to non-controlling interests, net of tax	(155)		(8)
Dividends to non-controlling interests	(1,582)		(554)
End of period	9,665		11,054
Total equity, end of period	$	920,054	$	780,724

Common shares outstanding:
Beginning of period	21,835,474		22,155,035
Common shares issued for delivery of share based awards	130,179		142,943
Common shares issued under employee stock purchase plan	10,503		8,827
Common shares repurchased	—		(168,523)
End of period	21,976,156		22,138,282

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)


	Three Months Ended
Cash flows from operating activities:	March 31, 2024		April 2, 2023
Net income	$	61,382	$	39,444
Adjustments to reconcile net income to net cash flow provided by operating activities:


Depreciation	27,568		21,485
Amortization	10,876		7,421
Share based compensation expense	6,930		6,054
Deferred income taxes	12,196		885
Unrealized foreign exchange gain	(234)		(97)
Share of income from equity investees, net of tax	(838)		(748)

Pension and post-retirement funding, net of expense	(683)		(509)
Non-cash accruals and interest	1,420		1,445
Loss on sale of property, plant and equipment	1,068		1,038

Changes in assets and liabilities, net of acquisitions:
Accounts receivable	(6,692)		(5,457)
Inventories	6,494		34,024
Prepaid expenses and other assets	(197)		(7,730)
Accounts payable and accrued expenses	8,362		(33,223)
Other assets and liabilities	5,670		(7,685)
Net cash flow provided by operating activities	133,322		56,347
Cash flows from investing activities:
Additions to property, plant and equipment	(25,764)		(27,827)
Acquisition of businesses, net of cash acquired	(392)		(353,618)

Proceeds from sale of property, plant and equipment	—		4
Proceeds from repayment of note receivable	—		12,000
Other investing activities	(455)		(3,511)
Net cash flow used in investing activities	(26,611)		(372,952)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	—		250,000
Repayments of long-term debt	(9,375)		—

Payment of debt issuance costs	—		(3,628)
Proceeds from borrowings on revolving credit facilities	—		100,000
Repayments of borrowings on revolving credit facilities	—		(100,000)
Tax withholding on share based awards	(2,094)		(1,960)
Distributions to non-controlling interests	(1,582)		(554)
Repurchases of common shares	—		(14,717)
Net cash flow (used in) provided by financing activities	(13,051)		229,141
Net foreign currency translation adjustment on cash	(133)		855
Increase (decrease) in cash, cash equivalents and restricted cash	93,527		(86,609)
Cash, cash equivalents and restricted cash, beginning of period	149,340		308,921
Cash, cash equivalents and restricted cash, at end of period	$	242,867	$	222,312

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 solutions for the residential and non-residential building construction markets' new construction and repair, renovation and remodeling sectors. Masonite operates 64 manufacturing locations in seven countries and sells doors to customers throughout the world, including 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 December 31, 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 2023 audited consolidated financial statements, other than as noted below.

Adoption of Recent Accounting Pronouncements

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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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(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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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Acquisitions

Fleetwood

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”). The total consideration for this acquisition amounted to approximately $279.5 million, inclusive of $26.2 million designated for potential purchase price adjustments and indemnification claims and which is currently held in an escrow account controlled by a third party. 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.

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		Purchase Price Allocation
Cash acquired	$	5,169	$	—	$	5,169
Accounts receivable, net	5,584		—		5,584
Inventories, net	39,248		—		39,248
Prepaid expenses and other	957		—		957
Property, plant and equipment, net	8,072		—		8,072
Right-of-use asset	16,009		—		16,009
Intangible assets	163,900		—		163,900
Total assets acquired	238,939		—		238,939

Accounts payable and accrued expenses	(20,773)		—		(20,773)
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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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(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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Intangible assets acquired from the 2023 acquisitions consist of the following:


(In thousands, except useful life amounts)	Endura		Expected Useful Life (Years)	Fleetwood		Expected Useful Life (Years)
Customer relationships	$	108,600	15	$	112,100	12
Trademarks and trade names	6,600		10	25,200		Indefinite
Patents	13,200		12	22,600		10
Backlog	—			4,000		1
Total intangible assets acquired	$	128,400		$	163,900

The following schedule represents the amounts of net sales and net income (loss) attributable to Masonite from the 2023 acquisitions that have been included in the consolidated statements of income and comprehensive income for the periods indicated subsequent to the acquisition date.


	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 Fleetwood acquisition had been included in our consolidated results beginning on the first day of the fiscal year prior to the acquisition date. The pro forma results have been calculated after adjusting the results of the acquired 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 acquisition date, together with the consequential tax effects. The pro forma results do not reflect any cost savings 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 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
(In thousands, except per share information)	April 2, 2023
Net sales	$	780,584
Net income attributable to Masonite	49,174

Basic earnings per common share attributable to Masonite	$	2.22
Diluted earnings per common share attributable to Masonite	$	2.19

Divestitures

On April 23, 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. Refer to Note 16. Subsequent Events for additional information.

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3. Accounts Receivable

Our customers consist mainly of retailers, distributors and contractors. Our ten largest customers accounted for 62.5% and 65.2% of total accounts receivable as of March 31, 2024, and December 31, 2023, respectively. Each of our two largest customers, The Home Depot, Inc. and Lowe's Companies, Inc., accounted for more than 10% of the consolidated gross accounts receivable balance as of March 31, 2024, and December 31, 2023. The allowance for doubtful accounts balance was $1.8 million and $3.1 million as of March 31, 2024, and December 31, 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 anti-dumping and countervailing duties. Duty deposits are paid to the government at time of entry into the U.S. and may later be adjusted through an administrative review process.

4. Inventories

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


(In thousands)	March 31, 2024		December 31, 2023
Raw materials	$	284,818	$	296,747
Finished goods	112,647		106,919
Provision for obsolete or aged inventory	(13,599)		(12,467)
Inventories, net	$	383,866	$	391,199

5. Accrued Expenses

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


(In thousands)	March 31, 2024		December 31, 2023
Accrued payroll	$	61,581	$	81,004
Accrued rebates	38,137		51,457
Current portion of operating lease liabilities	30,353		32,299
Accrued interest	8,428		18,296

Other accruals	87,001		57,420
Total accrued expenses	$	225,500	$	240,476

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6. Long-Term Debt


(In thousands)	March 31, 2024		December 31, 2023
Senior unsecured notes, interest rate of 3.50%, due 2030	$	375,000	$	375,000
Senior unsecured notes, interest rate of 5.375%, due 2028	500,000		500,000
Term Loan Facility, interest rate of SOFR plus 2.25%, due 2027	212,500		221,875


Debt issuance costs	(9,464)		(9,991)
Total debt (including current portion)	1,078,036		1,086,884
Less: debt due within one year	(37,500)		(37,500)
Total long-term debt (excluding current portion)	$	1,040,536	$	1,049,384

Interest expense related to our consolidated indebtedness under our senior unsecured notes, Term Loan Facility and ABL Facility was $12.1 million and $15.4 million for the three months ended March 31, 2024 and April 2, 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 March 31, 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 March 31, 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.

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 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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$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 March 31, 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 March 31, 2024, we were in compliance with all covenants under the credit agreement governing the ABL Facility. We had availability of $249.1 million under our ABL Facility, and there were no amounts outstanding as of March 31, 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

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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 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.

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 year ended December 31, 2023, we 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 $6.9 million and $6.1 million for the three months ended March 31, 2024 and April 2, 2023, respectively. As of March 31, 2024, the total remaining unrecognized compensation expense related to share based compensation amounted to $41.4 million, which will be amortized over the weighted average remaining requisite service period of 1.8 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 March 31, 2024, there were 649,363 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 March 31, 2024, the liability and asset relating to deferred compensation had a fair value of $9.8 million and $8.2 million, respectively. As of March 31, 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

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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.


Three Months Ended March 31, 2024	Stock Appreciation Rights	Aggregate Intrinsic Value (in thousands)		Weighted Average Exercise Price		Average Remaining Contractual Life (Years)
Outstanding, beginning of period	199,838	$	2,365	$	77.09	6.4
Granted	—			—
Exercised	(2,211)	11		87.50
Cancelled and forfeited	(892)			107.68
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

___________

(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 three months ended March 31, 2024, vest at specified future dates with only service requirements. The value of RSUs granted in the three months ended March 31, 2024, was $24.0 million and is being recognized over the weighted average requisite service period of 2.0 years. During the three months ended March 31, 2024, 116,368 RSUs vested at a fair value of $10.9 million.

Performance-based Restricted Stock Units

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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. In 2023, we granted certain PRSUs with an additional condition measured by Relative Total Shareholder Return ("TSR"). The compensation expense for these 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.


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

___________

(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.

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 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. As of March 31, 2024, we expect to incur approximately $5 million to $8 million of additional charges related to the 2024 Plan.

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.

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


	Three Months Ended March 31, 2024
(In thousands)	North American Residential		Europe		Architectural		Corporate & Other		Total
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 $1.1 million of income tax benefit due to exercise and delivery of share based awards during the three months ended March 31, 2024, compared to zero income tax benefit during the three months ended April 2, 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.

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(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 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.

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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(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
(In thousands)	March 31, 2024		April 2, 2023
Net income attributable to Masonite	$	61,055	$	38,491
Plus:
Depreciation	27,568		21,485
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

(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.

(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.

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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
(In thousands)	March 31, 2024		April 2, 2023
Accumulated foreign currency translation losses, beginning of period	$	(113,023)	$	(132,001)
Foreign currency translation (loss) gain	(4,907)		8,949
Income tax (benefit) expense on foreign currency translation loss	(9)		—

Less: foreign currency translation (loss) gain attributable to non-controlling interest	(155)		(8)
Accumulated foreign currency translation losses, end of period	(117,784)		(123,044)

Accumulated pension and other post-retirement adjustments, beginning of period	(7,169)		(10,223)


Amortization of actuarial net losses	218		191
Income tax expense on amortization of actuarial net losses	—		(45)


Accumulated pension and other post-retirement adjustments	(6,951)		(10,077)

Accumulated other comprehensive loss	$	(124,735)	$	(133,121)

Other comprehensive (loss) income, net of tax	$	(4,698)	$	9,095
Less: other comprehensive (loss) income attributable to non-controlling interest	(155)		(8)
Other comprehensive (loss) income attributable to Masonite	$	(4,543)	$	9,103

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 March 31, 2024, were $4.9 million, primarily driven by the weakening of the Canadian dollar, the British pound sterling and the Euro in comparison to the U.S. dollar during the period.

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14. Supplemental Cash Flow Information

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


	Three Months Ended
(In thousands)	March 31, 2024		April 2, 2023
Transactions involving cash:
Interest paid	$	25,356	$	23,872
Interest received	4,422		2,210
Income taxes paid	5,185		16,267
Income tax refunds	447		41
Cash paid for operating lease liabilities	9,302		9,095
Cash paid for finance lease liabilities	354		358
Non-cash transactions:
Right-of-use assets acquired under operating leases	43,414		11,374
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:


(In thousands)	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	230,441	$	137,414
Restricted cash	12,426		11,926
Total cash, cash equivalents and restricted cash	$	242,867	$	149,340

Property, plant and equipment additions in accounts payable were $9.5 million and $9.0 million as of March 31, 2024, and December 31, 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

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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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.

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16. Subsequent Event

Architectural Disposition

On April 23, 2024 (the "Signing Date"), the Company entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") providing for the disposition (the "Disposition") of the Company's Architectural reporting segment (the "Architectural Business") for a purchase price of approximately $75 million subject to customary post-closing adjustments. The Disposition is expected to be completed in the second quarter of 2024.

The Company applied the criteria in ASC 360-10-45-9, "Property, Plant and Equipment - Long-Lived Assets Classified as Held for Sale," to determine whether the aforementioned long-lived asset group should be classified as held for sale as of the Signing Date and concluded that the material long-lived asset group did meet all the requisite criteria as of the Signing Date. The net 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 2024 in the preliminary range of $90 to $100 million (the “Impairment”) as a result of the Disposition. Masonite does not anticipate that this charge will result in future cash expenditures. The final amount of the non-cash impairment charge may vary from the preliminary range as a result of a number of factors, including (i) the fair value of any indemnification liabilities, (ii) changes in foreign exchange rates, (iii) the working capital of the Architectural Business upon consummation of the transaction, (iv) the evaluation of any income tax impacts and (v) other assumptions used including discount rates, allocations and costs to sell.

The 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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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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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 months ended March 31, 2024, and April 2, 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 December 31, 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 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 64 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, 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 three months ended March 31, 2024, we generated net sales of $530.6 million or 79.4%, $58.4 million or 8.7% and $75.5 million or 11.3% in our North American Residential, Europe and Architectural segments, respectively. See "Segment Information" below for a description of our reportable segments.

During the first quarter, we experienced 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 Fleetwood on October 19, 2023, decreased in our North American Residential segment due to 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 first quarter of 2023 due to lower volumes from consumer sentiment and inflationary pressures, partially offset by favorable foreign exchange. The extent to which changes in interest rates, rising energy and fuel costs, and consumer sentiment impact our business, results of

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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

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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.

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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.

Inflation

In 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 and energy and fuel costs. We expect the macroeconomic pressures on wood, resins and other certain key product categories and supply chain costs will moderate throughout 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 we are not able to pass these costs on to our customers 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 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 4 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.

Acquisitions

•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 total consideration of approximately $279.5 million. 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.

•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.

Divestitures

•On April 23, 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.

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Results of Operations


	Three Months Ended
(In thousands)	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
Gross profit as a % of net sales	24.8		%	23.5		%
Selling, general and administration expenses	152,644			101,705
Selling, general and administration expenses as a % of net sales	22.8		%	14.0		%
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

Three Months Ended March 31, 2024, Compared with Three Months Ended April 2, 2023

Net Sales

Net sales in the three months ended March 31, 2024, were $668.3 million, a decrease of $57.7 million from $726.0 million in the three months ended April 2, 2023. Foreign exchange rate fluctuations positively impacted net sales in the first quarter of 2024 by $2.4 million. The acquisition of Fleetwood in late 2023 increased net sales by $27.3 million or 3.8%. Excluding the impact of foreign currency and our acquisition of Fleetwood, net sales would have decreased by $87.4 million or 12.0% due to changes in volume, average unit price and sales of components. Lower volumes excluding the incremental impact of acquisitions or divestitures ("base volume") decreased net sales by $72.8 million or 10.0% in the first quarter of 2024 compared to the 2023 period. Average unit price decreased net sales in the first quarter of 2024 by $10.1 million or 1.4% compared to the 2023 period. Net sales of components to external customers decreased $4.5 million or 0.6% in the first quarter of 2024 compared to the 2023 period.

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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	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
Percentage of consolidated external net sales	78.4		%	8.8		%	12.1		%

North American Residential

Net sales to external customers from facilities in the North American Residential segment in the three months ended March 31, 2024, were $530.6 million, a decrease of $38.4 million or 6.7% from $569.0 million in the three months ended April 2, 2023. Foreign exchange rate fluctuations positively impacted net sales in the first quarter of 2024 by $0.2 million. The acquisition of Fleetwood in late 2023 increased net sales by $27.3 million or 4.8% in the first quarter of 2024. Excluding the impact of foreign currency and our acquisition of Fleetwood, net sales would have decreased by $65.9 million or 11.6% 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 $57.7 million or 10.1% compared to the 2023 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 first quarter of 2024 by $8.7 million or 1.5% compared to the 2023 period. Net sales of components to external customers were $0.5 million higher in the first quarter of 2024 compared to the 2023 period.

Europe

Net sales to external customers from facilities in the Europe segment in the three months ended March 31, 2024, were $58.4 million, a decrease of $5.3 million or 8.3% from $63.7 million in the three months ended April 2, 2023. Foreign exchange rate fluctuations positively impacted net sales in the first quarter of 2024 by $2.3 million. Excluding this exchange rate impact, net sales would have decreased by $7.6 million or 11.9% due to changes in average unit price, volume and sales of components. Average unit price decreased net sales in the first quarter of 2024 by $3.6 million or 5.7% compared to the 2023 period. Lower base volume decreased net sales by $3.5 million or 5.5% in 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 $0.5 million lower in the first quarter of 2024 compared to the 2023 period.

Architectural

Net sales to external customers from facilities in the Architectural segment in the three months ended March 31, 2024, were $75.5 million, a decrease of $12.4 million or 14.1% from $87.9 million in the three months ended April 2, 2023. Lower base volume decreased net sales in the first quarter of 2024 by $11.7 million or 13.3% compared to the 2023 period. Net sales of components to external customers were $2.5 million lower in the first quarter of 2024 compared to the 2023 period. Average unit price increased net sales in the first quarter of 2024 by $1.8 million or 2.0% compared to the 2023 period.

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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MASONITE INTERNATIONAL CORPORATION

Selling, General and Administration Expenses

In the three months ended March 31, 2024, selling, general and administration ("SG&A") expenses, as a percentage of net sales, were 22.8%, as compared to 14.0% in the three months ended April 2, 2023, an increase of 880 basis points.

SG&A expenses in the three months ended March 31, 2024, were $152.6 million, an increase of $50.9 million from $101.7 million in the three months ended April 2, 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 Fleetwood of $9.3 million; a $4.5 million increase in professional and other fees; a $1.1 million increase in non-cash items including share based compensation, deferred compensation and depreciation and amortization; and $0.3 million of unfavorable foreign exchange impacts. These increases were partially offset by a $0.8 million decrease in personnel costs.

Restructuring Costs

Restructuring costs in the three months ended March 31, 2024, were $1.4 million, compared to $3.7 million in the three months ended April 2, 2023. Restructuring costs in the prior year period related primarily to the 2022 Plan.

Interest Expense, Net

Interest expense, net, in the three months ended March 31, 2024, was $12.0 million, compared to $14.3 million in the three months ended April 2, 2023. The decrease in interest expense, net, is primarily due to the incremental borrowings under the Term Loan Facility and ABL Facility related to the Endura 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 $85.3 million of income, compared to $0.1 million of expense in the three months ended April 2, 2023. The change in other (income) expense, 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 three months ended March 31, 2024, was $23.3 million, compared to $11.4 million in the three months ended April 2, 2023. The 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:


	Three Months Ended March 31, 2024
(In thousands)	North American Residential		Europe		Architectural		Corporate & Other		Total
Net income (loss) attributable to Masonite	$	83,282	$	(4,286)	$	1,595	$	(19,536)	$	61,055
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

(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.

(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.


	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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MASONITE INTERNATIONAL CORPORATION

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 Europe segment was $1.9 million in the three months ended March 31, 2024, a decrease of $3.3 million, or 63.1%, from $5.2 million in the three months ended April 2, 2023. Adjusted EBITDA in the Europe segment included corporate allocations of shared costs of $1.3 million and $1.8 million in the first quarter of 2024 and 2023, 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 $4.8 million in the three months ended March 31, 2024, a decrease of $0.6 million, or 10.3%, from $5.4 million in the three months ended April 2, 2023. Adjusted EBITDA in the Architectural segment also included corporate allocations of shared costs of $2.5 million and $2.9 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.

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, an accounts receivable sales program with a third party ("AR Sales Program") and our existing cash balance. Our anticipated uses of cash in the near term include working capital needs and capital expenditures for critical maintenance. On a continual basis, we evaluate and consider strategic acquisitions, divestitures and joint ventures to create shareholder value and enhance financial performance.

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 Term Loan Facility along with our ability to access the capital markets will provide adequate liquidity for the foreseeable future. As of March 31, 2024, we had $230.4 million of cash and cash equivalents, $249.1 million of availability under our ABL Facility and $27.9 million of availability under our AR Sales Program.

Cash Flows

Cash provided by operating activities was $133.3 million during the three months ended March 31, 2024, compared to $56.3 million in the three months ended April 2, 2023. This $77.0 million increase in cash provided by operating activities was due to $33.7 million in cash provided by working capital and other assets and liabilities and a $43.3 million increase in net income attributable to Masonite, adjusted for non-cash and non-operating items in the first three months of 2024 compared to the same period in 2023.

Cash used in investing activities was $26.6 million during the three months ended March 31, 2024, compared to $373.0 million in the three months ended April 2, 2023. This $346.4 million decrease in cash used in investing activities was primarily driven by the absence of $353.2 million in cash used in the acquisitions of Endura and Fleetwood (net of cash acquired), a $3.1 million decrease in cash used in other investing activities and $2.1 million fewer additions of property, plant and equipment, partially offset by the absence of $12.0 million of proceeds from repayment of a note receivable in the first three months of 2024 compared to the same period in 2023.

Cash provided by financing activities was $13.1 million during the three months ended March 31, 2024, compared to $229.1 million of cash provided by financing activities during the three months ended April 2, 2023. This $242.2 million increase in cash used in financing activities was driven by the absence of $255.8 million in cash provided by debt-related transactions, a $1.0 million increase in distributions to non-controlling interests and a $0.1 million increase in cash used for tax withholding on share based awards, partially offset by a $14.7 million decrease in cash used for repurchases of common shares in the first three months of 2024 compared to the same period in 2023.

Share Repurchases

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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 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.

Senior Notes

On July 26, 2021, we issued $375.0 million aggregate principal senior unsecured notes (the "2030 Notes"), all of which was outstanding as of March 31, 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 March 31, 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% 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 March 31, 2024, we were in compliance with all covenants under the indenture governing the 2028 Notes.

Term Loan Facility

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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.

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.

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

Disclosure Controls and Procedures

We maintain disclosure controls and procedures as defined in Rule 13a-15(e) under 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 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.

Based on management's evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were 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 most recent fiscal year. Specifically, management identified a material weakness in our internal control over financial reporting relating to business combinations. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or 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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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 and Use of Proceeds

(a) Unregistered Sale of Equity Securities.

None.

(b) Use of Proceeds.

Not applicable.

During the three months ended March 31, 2024, we did not repurchase any of our common shares in the open market.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended March 31, 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 months ended March 31, 2024, and April 2, 2023; (ii) the Registrant's Condensed Consolidated Balance Sheets as of March 31, 2024, and December 31, 2023; (iii) the Registrant's Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2024, and April 2, 2023; (iv) the Registrant's Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024, and April 2, 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:

May 7, 2024

/s/ Russell T. Tiejema

Russell T. Tiejema

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

Date:

May 7, 2024

/s/ Catherine A. Shellabarger

Catherine A. Shellabarger

Vice President, Chief Accounting Officer

(Principal Accounting Officer)

RESTRICTED STOCK UNIT AGREEMENT

PURSUANT TO THE

MASONITE INTERNATIONAL CORPORATION

2021 OMNIBUS INCENTIVE PLAN

UNITED STATES

* * * * *

Participant:

Grant Date: [_____]

Number of Restricted Stock Units Granted:

* * * * *

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Masonite International Corporation, a British Columbia corporation (the “Company”), and the Participant specified above, pursuant to the Masonite International Corporation 2021 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”), which is administered by the Committee; and

WHEREAS, it has been determined under the Plan that the Company will grant the Restricted Stock Units (“RSUs”) provided herein to the Participant.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the grant of the RSUs hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

2. Grant of Restricted Stock Unit Award. The Company hereby grants to the Participant, as of the Grant Date specified above, the number of RSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason. The Participant shall not have the rights of a stockholder in respect of the shares of Common Stock underlying this Award until such shares are delivered to the Participant in accordance with Section 4.

3. Vesting.

(a) General. Provided that the Participant is continuously employed by the Company and/or one of its Subsidiaries or Affiliates through each such vesting date and except as otherwise provided in this Section 3, RSUs subject to this grant shall vest as follows: 33% on [_____], 33% on [_____] and 34% on [_____].

(b) Certain Terminations. All unvested RSUs shall immediately become vested upon a Termination due to (i) the Participant’s death or (ii) the Participant’s Disability.

(c) Change in Control. Notwithstanding anything to the contrary set forth in Section 3(a) hereof, if, within thirty (30) days prior to or twenty four (24) months following the completion of a Change in Control or at any time prior to a Change in Control at the request of a prospective purchaser whose proposed purchase would constitute a Change in Control upon its completion, the Company, or any of its Subsidiaries, terminates the Participant’s employment without Cause or the Participant terminates employment for Good Reason (such termination, a “Qualifying Termination”), all unvested RSUs shall immediately become vested on the date of the Qualifying Termination (or, in the event that the Participant experiences a Qualifying Termination prior to the completion of a Change in Control other than at the request of a prospective purchaser, on the Change in Control). For the avoidance of doubt, all references to a Termination of the Participant’s employment “without Cause” in this Agreement shall, to the extent applicable, include any Termination due to the expiration of the employment term under the Participant’s Employment Agreement (as defined below) following notice of nonrenewal thereof by the Company. In order to accomplish the intention of this provision, if the Participant experiences a Qualifying Termination prior to the completion of a Change in Control (other than at the request of a prospective purchaser), all unvested RSUs shall remain outstanding for a period of thirty (30) days following the date of such Participant’s Qualifying Termination and (A) if a Change in Control occurs during such thirty (30)-day period, such unvested RSUs shall become fully vested upon the completion of the Change in Control or (B) if a Change in Control does not occur prior to the expiration of such thirty (30)-day period, the unvested RSUs shall be cancelled and forfeited upon the expiration of such thirty (30)-day period.

(d) Forfeiture. Subject to Section 3(b) and 3(c), all unvested RSUs shall be immediately forfeited upon the Participant’s Termination for any reason.

(e) Committee Discretion to Accelerate Vesting. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the RSUs at any time and for any reason.

4. Delivery of Shares of Common Stock.

(a) General. Subject to Section 4(b) hereof and Section 14.17 of the Plan, the Company shall deliver to the Participant the aggregate shares of Common Stock underlying the outstanding RSUs within thirty (30) days following such vesting date. In connection with the delivery of the shares of Common Stock pursuant to this Agreement, the Participant agrees to execute any documents reasonably requested by the Company. In no event shall the Participant be entitled to receive any shares of Common Stock with respect to any unvested or forfeited portion of the RSUs.

(b) Blackout Periods. If the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 4(a), the Company may elect to delay such distribution until the date the Participant is not subject to any such policy or restriction or such earlier or later date as required by applicable law, consistent with the requirements of Section 409A of the Code.

(c) Deferrals. If permitted by the Company, the Participant may elect, subject to the terms and conditions of the Plan and any other applicable written plan or procedure adopted by the Company from time to time for purposes of such election, to defer the distribution of all or any portion of the shares of Common Stock that would otherwise be distributed to the Participant hereunder (the “Deferred Shares”), consistent with the requirements of Section 409A


			2

of the Code. Upon the vesting of RSUs that have been so deferred, the applicable number of Deferred Shares shall be credited to a bookkeeping account established on the Participant’s behalf (the “Account”). Subject to Section 6 below, the number of shares of Common Stock equal to the number of Deferred Shares credited to the Participant’s Account shall be distributed to the Participant in accordance with the terms and conditions of the Plan and the other applicable written plans or procedures of the Company, consistent with the requirements of Section 409A of the Code.

5. Dividends and Other Distributions. The Participant shall be entitled to receive all dividends and other distributions paid with respect to the shares of Common Stock underlying the RSUs, provided that any such dividends or other distributions will be subject to the same vesting requirements as the underlying RSUs and shall be paid at the time the shares of Common Stock are delivered pursuant to Section 4. If any dividends or distributions are paid in shares of Common Stock with respect to unvested shares, the shares of Common Stock shall be deposited with the Company and shall be subject to the same restrictions on transferability and forfeiture as the RSUs with respect to which they were paid.

6. Forfeiture and Clawback. In the event the Company determines that the Participant has (i) materially violated any of the provisions set forth in Section 7 hereof and has failed to cure such violation within fifteen (15) days of written notice that is given within thirty (30) days of the Company becoming aware of such violation, or (ii) engaged in Detrimental Misconduct or Financial Misconduct, unless otherwise determined by the Company, the following shall result:

(a) any outstanding RSUs, whether vested or unvested, shall immediately be terminated and forfeited for no consideration,

(b) if the shares of Common Stock subject to this Agreement have been distributed to the Participant (or any transferee permitted pursuant to Section 8(b) hereof) and the Participant (or transferee, as applicable) no longer holds some or all of such shares, the Participant shall repay to the Company, in cash, within five (5) business days after demand is made therefore by the Company (which must be made within thirty (30) days of such failure to cure), an amount equal to the sum of (I) the total amount of any cash previously paid to the Participant hereunder; and (II) the total amount of any value received by the Participant upon any disposition of any shares of Common Stock paid to the Participant hereunder; and

(c) if the shares of Common Stock subject to this Agreement have been distributed to the Participant and the Participant (or any transferee permitted pursuant to Section 8(b) hereof) continues to hold some or all of such shares of Common Stock, the Participant or such transferee shall forfeit and transfer to the Company for no consideration such shares. If the Participant or such transferee fails to deliver all or any of the shares of Common Stock upon the Company’s demand, then the Secretary of the Company shall be authorized to effect the Company’s repurchase of such shares of Common Stock on the Company’s books and records, without further notice with zero value being paid to the Participant.

7. Restrictive Covenants. As a condition to the receipt of the RSUs and/or the delivery of shares of Common Stock hereunder, the Participant agrees as follows:

(a) Confidentiality, Non-Disclosure and Non-Competition Agreement. The Company and the Participant acknowledge and agree that during the Participant’s employment with the Company or its Affiliates, the Participant will have access to and may assist in developing Confidential Information and will occupy a position of trust and confidence with respect to the affairs and business of the Company and its Affiliates. The Participant agrees that the obligations set forth in this Section 7 are necessary to preserve the confidential and


			3

proprietary nature of Confidential Information and to protect the Company and its Affiliates against harmful solicitation of employees and customers, harmful competition and other actions by the Participant that would result in serious adverse consequences for the Company and its Affiliates.

(b) Non-Disclosure. During and after the Participant’s employment with the Company or its Affiliates, the Participant will not use, disclose, copy or transfer any Confidential Information other than as authorized in writing by the Company or within the scope of the Participant’s duties with the Company as determined reasonably and in good faith by the Participant. Anything herein to the contrary notwithstanding, the provisions of this Section 7(b) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Participant to disclose or make accessible any information; provided that prior to any such disclosure the Participant shall provide the Company with prompt written notice of the requirements to disclose and an opportunity to object to such disclosure and the Participant shall cooperate with the Company in filing such objection; or (ii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Participant’s violation of this Section 7(b). Notwithstanding the foregoing, nothing in this Agreement shall prohibit or impede the Participant from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”), or otherwise fully participating in or cooperating with any investigation or proceeding that may be conducted by any Government Entity, including providing documents or other information, without notice to or approval from the Company and without risk of being held liable by the Company for financial penalties. This Agreement also does not limit the Participant’s right to receive an award for information provided to any Government Entity The Participant understands and acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Participant understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance is the Participant authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without the prior written consent of the Company’s General Counsel or other officer designated by the Company.

(c) Materials. The Participant will use Confidential Information only for normal and customary use in the Company’s business, as determined reasonably and in good faith by the Company. The Participant will return to the Company all Confidential Information and copies thereof and all other property of the Company or any of its Affiliates at any time upon the request of the Company and in any event immediately after termination of the Participant’s employment. The Participant agrees to identify and return to the Company any copies of any Confidential Information after the Participant ceases to be employed by the Company or its Affiliates. Anything to the contrary notwithstanding, nothing in this Section 7 shall prevent the Participant from retaining a home computer (provided all Confidential Information has been removed), papers and other materials of a personal nature, including diaries, calendars and Rolodexes, information relating to his/her compensation or relating to reimbursement of expenses, information that may be needed for tax purposes, and copies of the compensation and benefits plans, programs and agreements relating to his/her employment with the Company.


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(d) No Solicitation or Hiring of Employees. During the Non-Compete Period, the Participant shall not solicit, entice, persuade or induce any individual who is employed by the Company or its Affiliates (or who was so employed within twelve (12) months prior to the Participant’s action) to terminate or refrain from continuing such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its Affiliates, and the Participant shall not hire, directly or indirectly, for himself or any other person, as an employee, consultant or otherwise, any such person. Anything to the contrary notwithstanding, the Company agrees that (i) the Participant’s responding to an unsolicited request from any former employee of the Company for advice on employment matters; and (ii) the Participant’s responding to an unsolicited request for an employment reference regarding any former employee of the Company from such former employee, or from a third party, by providing a reference setting forth his/her personal views about such former employee, shall not be deemed a violation of this Section 7(d); in each case, to the extent the Participant does not encourage the former employee to become employed by a company or business that employs the Participant or with which the Participant is otherwise associated (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor, director or otherwise).

(e) Non-Competition.

(i) During the Non-Compete Period, the Participant shall not, directly or indirectly, (A) solicit, service, or assist any other individual, person, firm or other entity in soliciting or servicing any Customer for the purpose of providing and/or selling any products that are provided and/or sold by the Company or its Affiliates, or performing any services that are performed by the Company or its Affiliates, (B) interfere with or damage (or attempt to interfere with or damage) any relationship and/or agreement between the Company or its Affiliates and any Customer or (C) associate (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor, director or otherwise) with any Competitive Enterprise; provided, however, that the Participant may own, as a passive investor, securities of any such entity that has outstanding publicly traded securities so long as his/her direct holdings in any such entity shall not in the aggregate constitute more than one percent (1%) of the voting power of such entity. The Participant agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, he/she will provide a copy of this Agreement to such entity, and shall cause such entity to acknowledge to the Company in writing that it has read this Agreement. The Participant acknowledges that this covenant has a unique, very substantial and immeasurable value to the Company, that the Participant has sufficient assets and skills to provide a livelihood for the Participant while such covenant remains in force and that, as a result of the foregoing, in the event that the Participant breaches such covenant, monetary damages would be an insufficient remedy for the Company and equitable enforcement of the covenant would be proper.

(ii) If the restrictions contained in Section 7(e)(i) shall be determined by any court of competent jurisdiction to be unenforceable in whole or in part, Section 7(e)(i) shall be modified to be effective for the maximum period of time for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable.

(iii) Prohibited by Applicable Law. Notwithstanding any provision of this Agreement to the contrary, this Section 7(e) (Non-Competition) shall be inapplicable to the Participant if the Company or its Affiliates employs the Participant in California, Minnesota, North Dakota, Oklahoma or any other jurisdiction in which such covenants are prohibited by applicable law.


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(f) Conflicting Obligations and Rights. The Participant agrees to inform the Company of any apparent conflicts between the Participant’s work for the Company or its Affiliates and any obligations the Participant may have to preserve the confidentiality of another’s proprietary information or related materials before using the same on the Company’s behalf. The Company shall receive such disclosures in confidence and consistent with the objectives of avoiding any conflict of obligations and rights or the appearance of any conflict of interest.

(g) Enforcement. The Participant acknowledges that in the event of any breach or threatened breach of this Section 7, the business interests of the Company and its Affiliates will be irreparably injured, the full extent of the damages to the Company and its Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Company and its Affiliates, and the Company will be entitled to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Participant expressly waives. The Participant understands that the Company may, in its sole discretion, waive any of the requirements expressed in this Agreement, but that for such a waiver to be effective it must be made in writing and shall not in any way be deemed a waiver of the Company’s right to enforce any other requirements or provisions of this Agreement. The Participant agrees that each of the Participant’s obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement.

8. Non-transferability.

(a) Restriction on Transfers. Except as provided in Section 8(b) below, all RSUs, and any rights or interests therein, (i) shall not be sold, exchanged, transferred, assigned or otherwise disposed of in any way at any time by the Participant (or any beneficiary(ies) of the Participant), other than by testamentary disposition by the Participant or by the laws of descent and distribution, (ii) shall not be pledged or encumbered in any way at any time by the Participant (or any beneficiary(ies) of the Participant) and (iii) shall not be subject to execution, attachment or similar legal process. Any attempt to sell, exchange, pledge, transfer, assign, encumber or otherwise dispose of these RSUs, or the levy of any execution, attachment or similar legal process upon RSUs contrary to the terms of this Agreement and/or the Plan shall be null and void and without legal force or effect.

(b) Permissible Transfers. During the Participant’s lifetime, the Participant may, with the consent of the Committee, transfer without consideration all or any portion of RSUs granted under this Agreement to one or more Family Members, to a trust established for the exclusive benefit of one or more Family Members, to a partnership in which all the partners are Family Members, or to a limited liability company in which all the members are Family Members.

9. Entire Agreement; Amendment. This Agreement, together with the Plan contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.


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10. Acknowledgment of Participant. This award of RSUs does not entitle the Participant to any benefit other than that granted under this Agreement. Any benefits granted under this Agreement are not part of the Participant’s ordinary salary and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to the principles of conflict of laws thereof.

12. Withholding of Tax. As a condition to the (a) vesting of the RSUs or (b) distribution of shares of Common Stock to the Participant, in both instances, as applicable, the Participant shall be required to pay in cash, or to make other arrangements satisfactory to the Company to cover, the minimum amount of any federal, provincial, state, local and foreign tax withholdings or other obligation of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) that the Company, in its sole discretion, deems necessary to comply with the Code and/or any other applicable law, rule or regulation with respect to the RSUs (the “Withholdings”). Without limiting the foregoing, the Company, in its sole discretion, may (i) permit or require the Participant to satisfy such Withholdings by having shares of Common Stock withheld by the Company from any shares of Common Stock that would have otherwise been delivered to the Participant in respect of the RSUs hereunder and/or (ii) permit the Participant to also satisfy any federal, provincial, state, local and foreign tax obligations arising from the vesting or settlement of the RSUs that are in excess of the Withholdings by having shares of Common Stock withheld by the Company from any shares of Common Stock that would have otherwise been delivered to the Participant in respect of the RSUs hereunder, in an amount up to the maximum individual statutory rate for each applicable jurisdiction. Further, at the Company’s sole discretion, the Company can mandate that the Participant satisfy all or part of its obligations to pay the Withholdings by the sale of shares of Common Stock through a broker designated by the Company, and require that the proceeds of the sale be conveyed by the broker directly to the Company. If the Company makes this election, the Company in its sole discretion can further require the Participant to enter into a trading plan designed to be compliant with Rule 10b5-1 under the Exchange Act so as to permit the sale of such shares of Common Stock during periods where trading by the Participant would otherwise be restricted.

13. No Right to Employment. Any questions as to whether and when there has been a Termination of such employment and the cause of such Termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or its Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without Cause.

14. Notices. Any notice that may be required or permitted under this Agreement shall be in writing and shall be delivered in person or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:

(a) If such notice is to the Company, to the attention of the General Counsel of the Company or at such other address as the Company, by notice to the Participant, shall designate in writing from time to time.

(b) If such notice is to the Participant, at his/her address as shown on the Company’s records, or at such other address as the Participant, by notice to the Company, shall designate in writing from time to time.

15. Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Affiliate) of any personal


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data information related to the RSUs awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

16. Compliance with Laws. This issuance of RSUs (and the shares of Common Stock underlying the RSUs) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act and the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue RSUs or any of the shares of Common Stock pursuant to this Agreement if any such issuance would violate any such requirements.

17. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except as permitted under Section 8 hereof) any part of this Agreement without the prior express written consent of the Company.

18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

19. Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

20. Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

21. Severability. The invalidity or unenforceability of any provisions of this Agreement, including, without limitation Section 7, in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

22. Compensatory Arrangements. The Company and the Participant hereby acknowledge and agree that this Agreement has been executed and delivered, and RSUs, and the shares of Common Stock delivered upon settlement, have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and its Affiliates, on the one hand, and the Participant, on the other hand.

23. Definitions. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. For purposes of this Agreement, the following words and phrases shall have the following meanings, unless a different meaning is plainly required by the context:

(a) “Competitive Enterprise” means a business enterprise that engages in, or owns or controls a significant interest in any entity that engages in the sale or manufacture of entryway doors or door components or other products that are manufactured and sold by the Company and its Subsidiaries during the time the Participant was employed by the Company or


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its Subsidiaries, and does business (the “Company’s Business”) (i) in the United States of America, (ii) Canada or (iii) any other country where the Company or its Subsidiaries operates facilities or sells products, but only if the Participant had operational, financial reporting, marketing or other responsibility or oversight for the facility or business in the respective country. Notwithstanding the foregoing, in the event that a business enterprise has one or more lines of business that do not involve the Company’s Business, the Participant shall be permitted to associate with such business enterprise if, and only if, the Participant does not participate in, or have supervisory authority with respect to, any line of business involving the Company’s Business.

(b) “Confidential Information” means all non-public information concerning trade secrets, know-how, software, developments, inventions, processes, technology, designs, financial data, strategic business plans or any proprietary or confidential information, documents or materials in any form or media, including any of the foregoing relating to research, operations, finances, current and proposed products and services, vendors, customers, advertising and marketing, and other non-public, proprietary, and confidential information of the Company or its Affiliates. Notwithstanding anything to the contrary contained herein, the general skills, knowledge and experience gained during the Participant’s employment or service with the Company, information publicly available or generally known within the industry or trade in which the Company competes and information or knowledge possessed by the Participant prior to his/her employment by the Company shall not be considered Confidential Information.

(c) “Customer” means any person, firm, corporation or other entity whatsoever to whom the Company or its Subsidiaries provided services or sold any products to within a twelve (12) month period on, before or after the Participant’s date of Termination.

(d) “Detrimental Misconduct” means (i) conduct which is injurious to the Company or its business or reputation, involving a material breach of Company policy, or applicable laws or regulations to which the Participant is subject, or an agreement between the Company and the Participant, or (ii) any other action (or failure to act) involving illegal acts, theft, fraud, intentional misconduct, or gross negligence on the part of the Participant, related to his or her position with the Company.

(e) “Financial Misconduct” means fraud, gross negligence or intentional or willful misconduct that contributes, directly or indirectly, to the Company’s financial or operational results that are used to determine the extent to which any award of cash or stock under the Plan being misstated, regardless of whether the Company is required to prepare an accounting restatement of its consolidated financial statements, which is discovered during the relevant year in which such award is awarded or payable or within three years thereafter.

(f) “Good Reason” means (i) in the event the Participant is a party to an Employment Agreement between the Participant and the Company or its Affiliates in effect on the Participant’s date of Termination (the “Employment Agreement”), “Good Reason” as defined under the Employment Agreement as in effect on the Participant’s date of Termination (including any notice and cure provisions set forth therein); or (ii) in the event the Participant is not a party to an Employment Agreement as in effect on the Participant’s date of Termination, “Good Reason” shall mean, unless otherwise agreed to in writing by the Participant: (x) a reduction in the Participant’s base salary or wage rate; provided that the Participant’s base salary or wage rate may be reduced by an aggregate amount equal to ten percent (10%) of the Participant’s base salary or wage rate in effect at the effective time of a Change in Control pursuant to across-the-board reductions to base salaries or wage rates applicable to all similarly situated employees of the Company and its Subsidiaries; or (y) a relocation of the Participant’s primary place of employment to a location more than fifty (50) miles further from the Participant’s primary residence than the location of such primary place of employment


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immediately prior to such relocation. In order to invoke a termination for Good Reason, in the event the Participant is not a party to an Employment Agreement as in effect on the Participant’s date of Termination, (A) the Participant must provide written notice within ninety (90) days of the occurrence of any event of “Good Reason,” (B) the Company must fail to cure such event within thirty (30) days of the giving of such notice and (C) the Participant must terminate employment within thirty (30) days following the expiration of the Company’s cure period.

(g) “Non-Compete Period” means, (i) in the event the Participant is a party to an Employment Agreement in effect on the Participant’s date of Termination, the period during which the Participant is subject to the non-competition covenant set forth in the Employment Agreement or (ii) if the Employment Agreement is not in effect on the Participant’s date of Termination or if the Participant is not a party to the Employment Agreement or such Employment Agreement does not contain a non-competition covenant, “Non-Compete Period” shall mean the period commencing on the Grant Date and ending twelve (12) months after the Participant’s date of Termination, or (iii) if after Termination of employment, the Participant enters into a consulting agreement the “Non-Compete Period” shall mean the period commencing on the Grant Date and ending twelve (12) months after the termination of the consulting arrangement unless the consulting agreement specifies a different time period.

[Remainder of Page Intentionally Left Blank]


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

MASONITE INTERNATIONAL CORPORATION

By:

Name: Howard C. Heckes

Title: President and Chief Executive Officer

PARTICIPANT

Name:_______________________________

2024 Masonite Incentive Plan (MIP)

Plan Document

Overview

This document sets forth the terms and conditions of the Masonite International Corporation Incentive Plan (the “MIP” or “Plan”) and is intended for internal use only. This Plan supersedes any previous annual incentive or other bonus plans for Participants (as defined below).

The MIP is an annual cash incentive compensation program, providing for payments of awards under the Plan (each, a “MIP Award”) to eligible employees of Masonite International Corporation (“Masonite” or the “Company”) and its subsidiaries and affiliates if certain performance objectives are met. The purpose of the MIP is to reward Participants for the achievement of positive results based on annual financial and operational objectives and individual performance.

The Plan is administered based on the Company’s fiscal year (the “Plan Year”). The Company’s fiscal year is the 52- or 53-week period ending on the Sunday closest to December 31 each year.


Eligibility and Participation

Employees of Masonite or its subsidiaries and affiliates are eligible to participate in the MIP based on their position and scope of responsibilities. The Plan Administrator (as defined below), with input from members of Masonite’s senior management, shall determine which such employees will become participants in the Plan (a “Participant”) for a Plan Year based on their position. The Plan Administrator reserves the right to evaluate positions on an annual basis to determine eligibility to participate in the Plan. Employees who are selected to participate in the Plan for the first time will be notified of their participation.

Impact of Changes in Employment Status

The table below summarizes the impact of employment status changes by a Participant during a Plan Year on MIP Award eligibility and payout for such Plan Year. These provisions may be interpreted by the Plan Administrator in its sole discretion and are subject to compliance with applicable law and such other terms and conditions set forth herein. Note that, for the sake of administrative simplicity and consistency of application, all pro-rating for newly eligible participants and those participants with changes during a Plan Year which impact their final payout for that year will be calculated on a calendar year basis (i.e., January 1 through December 31) with 365 days as the baseline (or 366 for Leap Years).


Employment Event Occurring During a Plan Year			Eligibility / Payout
New Hires/Rehires			Eligible to participate in the Plan and will be pro-rated based on their date of hire/rehire through December 31 of the year of hire.
Positions from a Newly Acquired Business			Eligibility to participate in the Plan is determined case-by-case, in the Plan Administrator’s sole discretion.
Transfers, Position Changes and Promotions			Eligibility to participate in the Plan may be pro-rated based on the effective date of the change. Participation will be pro-rated based on the period employed in the applicable position in each business/country during the year of the change.
Demotions			The Plan Administrator may, in its sole discretion, provide for a pro-rated payment of the MIP Award for such Plan Year based on the facts and circumstances of each case for the eligible period prior to the demotion.
LOA/Disability/Workers’ Compensation			Payout of the MIP Award for such Plan Year is pro-rated based on the period during the Plan Year in which the Participant was actively employed.
Termination due to Retirement,1 Disability or Death			The Plan Administrator may, in its sole discretion, provide for a pro-rated payment of the MIP Award for such Plan Year based on the facts and circumstances of each case.
Termination by the Company without Cause (as determined by the Plan Administrator in its sole discretion)			No payout, except to the extent specifically required by applicable law; provided, that the Plan Administrator may, in its sole discretion, provide for a pro-rated payment based on the period employed during such Plan Year based on the facts and circumstances of each case.
Termination by the Company for Cause			No payout.
Termination by Participant for any reason			No payout, except to the extent specifically required by applicable law.

1 “Retirement” means a voluntary termination of employment by a Participant who is age 55 or older with 10 or more years of service with the Company and its subsidiaries and affiliates.


Deferral Opportunities

Notwithstanding any other provision of the Plan to the contrary, if any MIP Award payable under the Plan is subject to a valid deferral election under the terms of another plan or arrangement maintained by the Company (including the Masonite Savings Plan or the Masonite International Corporation Deferred Compensation Plan), the payment of such MIP Award shall be made in accordance with, and subject to, such deferral election.


Target Bonus Percentage

Each Plan Year, the Plan Administrator will establish a target bonus (expressed as a percentage of annual base salary) for each Participant (the “Target Bonus Percentage”) that will apply for purposes of determining the amount of any MIP Award that may become payable under the Plan for such Plan Year.


Performance Measures

Each Plan Year, the Human Resources and Compensation Committee of Masonite’s Board of Directors (the “Committee”) will approve the applicable performance measures, including any adjustments thereto, weighting of performance measures, payout parameters and specific targets at threshold, target and maximum levels of performance for each performance measure that will apply to MIP Awards payable under the Plan for such Plan Year. Participants will be advised of the performance measures applicable to their MIP participation for the Plan Year, including their respective Target Bonus Percentage.

For most MIP performance measures, the level of achievement of the applicable performance measures will result in the following payout:

(i) achievement below the threshold performance level results in no payout,

(ii) achievement at the threshold level results in a payout at less than 100% of the bonus target,

(iii) achievement at the target level results in a payout at 100% of the bonus target; and

(iv) achievement at or above the maximum performance level results in a payout at greater than 100% of the applicable bonus target.

Performance measures may have additional achievement levels between threshold and target and/or target and maximum. The payout percentage for performance between any of threshold, target, or maximum or any additional achievement levels is determined using straight-line interpolation between the two points. Certain performance measures may have threshold and maximum payouts set at different levels. The percentage payout below target for achievement of the threshold performance level and the percentage payout above target for achievement at or above the maximum performance level may vary for each performance measure.

Notwithstanding the foregoing, the Committee shall have discretion each Plan Year to establish a minimum performance measure threshold which must be met for such Plan Year for any MIP Award to become payable under the MIP regardless of the level at which any other performance measures are achieved.

In addition to the performance measures described above, each participant shall receive an Individual Performance Multiplier (IPM) as part of the final calculated bonus each Plan Year, based on their personal performance and contributions during the Plan Year. In particular, the IPM will be based on each participant’s defined Goals and Objectives for the Plan Year, previously agreed upon by each participant and their manager during the Performance Management Goal-Setting process. See below for an explanation of the calculation of the final bonus payouts.


Payout

Following the completion of the Company’s fiscal year, the Plan Administrator will evaluate the applicable performance measures for purposes of determining the amount of any MIP Awards payable under the Plan for the Plan Year. The Plan Administrator will take into account the Company’s audited financial results with respect to any financial or operational performance measures and evaluations and recommendations of appropriate members of management of the Company with respect to individual performance. The actual bonus payout for each Participant is calculated by multiplying (1) the amount of his or her annual base salary payable

during the Plan Year (as may be adjusted pursuant to the table under the section entitled “Impact of Changes in Employment Status”), multiplied by (2) his or her Target Bonus Percentage, multiplied by (3) the MIP payout percentage as determined by the Plan Administrator based upon the level of achievement of the applicable performance measures for such Plan Year and modified by a multiplier ranging from 0.75 to 1.25, based on each participant’s performance and contributions during the Plan Year, as assessed by their manager and approved by their Masonite Leadership Team (MLT) leader and the Plan Administrator. Payout levels will be measured and rounded to the nearest one-tenth of one percent (0.1%) for each metric and then summed across all metrics to achieve the final payout.

A Participant must be an Active Employee of the Company on the date MIP Awards are paid out to be eligible to receive a MIP payment, unless otherwise expressly provided in this Plan (see the table under the section entitled “Impact of Changes in Employment Status”) or required by applicable law. For purposes of the Plan, the term “Active Employee” means an employee who is actively employed by the Company or any of its subsidiaries or affiliates, including those employees on approved leaves of absence. Any Participant who is either suspended for disciplinary actions or under a performance improvement plan on the date MIP Awards are paid out may have payment of his or her MIP Award delayed or denied, as determined in the sole discretion of the Plan Administrator or the Senior Vice President of Human Resources (“SVP of HR”).

Form and Timing of Payout

MIP Awards for a Plan Year will be paid to Participants no later than two and one half (2-1/2) months following the end of the Plan Year to which the MIP Award relates, in the form of a single lump-sum cash payment. Payments are subject to all applicable payroll tax withholding and other deductions as required by applicable law. Payment of MIP Awards will be made via regular payroll processing.

Code Section 409A

MIP Awards payable under the Plan are intended to be exempt from the requirements of Code Section 409A and the regulations and other guidance issued thereunder and shall not constitute “deferred compensation” within the meaning of Code Section 409A (absent a valid deferral election under the terms of another plan or arrangement maintained by the Company). The Plan shall be interpreted, construed and administered in accordance with the foregoing intent. The Company shall have no liability as to any Participant or any other party if the Plan or any amounts paid or payable thereunder become subject to the additional tax and penalties under Code Section 409A.

Overpayments, Offset and Clawback Provisions

The Company reserves the right to collect any overpayment of any MIP Award, regardless of reason, as soon as such overpayment is discovered. The Plan Administrator may, in its sole discretion, offset any amount payable under the MIP by any amount owed by a Participant to the Company; provided that such offsets may be applied to any amounts payable hereunder that are subject to Code Section 409A only if, and to the extent expressly permissible, under Code Section 409A.

Notwithstanding anything to the contrary in this Plan, subject to applicable law, in the event that the Plan Administrator determines that a Participant has engaged in Detrimental Conduct or Financial Misconduct (each as defined below), any outstanding MIP Awards for the Plan Year(s) during which such Detrimental Conduct or Financial Misconduct occurred (or continued) shall be

forfeited and any amounts relating to previously paid MIP Awards to the Participant for such Plan Year(s) shall be repaid to the Company, in each case as determined by the Plan Administrator in its discretion. For purposes of this Plan, “Detrimental Conduct” means (i) conduct which is injurious to the Company or its business or reputation, involving a material breach of Company policy, or applicable laws or regulations to which the Participant is subject, or an agreement between the Company and the Participant, or (ii) any other action (or failure to act) involving illegal acts, theft, fraud, intentional misconduct, or gross negligence on the part of the Participant, related to his or her position with the Company. For purposes of this Plan, “Financial Misconduct” means fraud, gross negligence or intentional or willful misconduct that contributes, directly or indirectly, to the Company’s financial or operational results that are used to determine the extent to which any MIP Award is payable under the Plan being misstated, regardless of whether the Company is required to prepare an accounting restatement of its consolidated financial statements, which is discovered during the relevant Plan Year or within three years thereafter.

Any recoupment under this Plan shall be in addition to any other remedies that may be available to the Company, including such remedies contained, without limitation, in the Company’s employment agreements or equity award agreements. Nothing in this Plan shall be viewed as limiting the right of the Company to recoup any MIP Award or payment under or as required by the applicable provisions of any law, rule or regulation (including, without limitation, Section 10D of Securities Exchange Act of 1934, as amended, or Section 304 of the Sarbanes-Oxley Act of 2002), or stock exchange listing requirement (or any future policy adopted by the Company pursuant to any such law, rule, regulation or requirement). Without limiting the generality of the foregoing, all payments under the Plan shall be subject to the Company’s Incentive Compensation Clawback Policy.


Plan Administration

The Plan shall be administered by (i) in respect of any Participant who participates in the MIP at the executive zone level (each, an “Executive Zone Officer”), the Committee, and (ii) in respect of any Participant who is not an Executive Zone Officer, a committee comprised of Masonite’s VP, Global Total Rewards, the SVP of Human Resources and the President & CEO, unless otherwise determined by the Committee (each or with the Committee, as applicable, the “Plan Administrator”).

The Plan Administrator will have the full power and authority to interpret, construe and administer the Plan and the related terms and conditions thereof, to prescribe operational rules and guidelines with respect to the Plan, and to make all other determinations deemed necessary or advisable in administering the Plan. The decisions, determinations and other actions of the Plan Administrator hereunder shall be final and binding on all Participants and other persons for all purposes.

Except as otherwise expressly provided in this Plan, the Plan Administrator will have the power and discretionary authority to (i) determine the employees who are selected to become Participants in the Plan; (ii) approve the performance measures and measurement criteria to be used with respect to each MIP Award payable under the Plan or any sub-plan thereof, (iii) determine the amount of a MIP Award, if any, to be paid to each Participant, (iv) interpret and administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any MIP Award, (v) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Plan Administrator shall deem appropriate for the proper administration of the Plan, (vi) administer, interpret and answer all questions which may arise under the Plan, and (vii) make any other determination and take any other action that the Plan

Administrator deems necessary or desirable for the administration of the Plan or to comply with any applicable law. Without limiting the foregoing, the Plan Administrator reserves the right in its sole discretion to withhold or permit payment of a MIP Award in the case of certain changes in the employment status of a Participant as set forth herein.


Plan Amendment or Termination

The Plan may be amended, terminated, changed or altered at any time and for any reason as determined by the Committee. The Committee may, in its sole discretion, reduce or eliminate a MIP Award to any Participant at any time and for any reason.


No Right to Assign or Transfer

No MIP Award payable hereunder, nor any right or interest of a Participant in the MIP, shall be assignable or transferable, except in the event of the Participant’s death prior to any payout as so determined by the Plan Administrator in its sole discretion, in which case, payment will be made to the designated beneficiary elected by the Participant under the Company’s basic life insurance program or the Participant’s estate, as required by law. Any attempt to sell, assign, pledge or otherwise transfer the right to payment of any MIP Award from the MIP shall be void and have no effect.


Document Confidentiality

This document is proprietary and is not for use or disclosure outside of the Company. It represents the intellectual property and business strategy of Masonite, and it should be kept confidential.


No Right to Employment

The MIP does not create or modify any Participant’s at-will status and does not create a contract or guarantee of employment for any specified duration. Nothing contained in the MIP shall interfere with the right of the Company to dismiss or terminate the employment of any Participant at any time for any reason, with or without cause.


Income Tax Withholding

The Company shall have the right to deduct and withhold from all MIP Awards all federal, state and local taxes as may be required by applicable law.


Governing Law

The Plan shall be governed and construed in accordance with the laws of the State of Florida (regardless of the law that might otherwise govern under applicable Florida principles of conflict of laws).

Exhibit 31.1

CERTIFICATION

I, Howard C. Heckes, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2024, of Masonite International Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.


Date:			May 7, 2024
			/s/ Howard C. Heckes
			Howard C. Heckes
			President and Chief Executive Officer
			(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Russell T. Tiejema, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2024, of Masonite International Corporation;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.


Date:			May 7, 2024
			/s/ Russell T. Tiejema
			Russell T. Tiejema
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Howard C. Heckes, President and Chief Executive Officer of Masonite International Corporation (the "Company"), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2024 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:			May 7, 2024
			/s/ Howard C. Heckes
			Howard C. Heckes
			President and Chief Executive Officer
			(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Russell T. Tiejema, Executive Vice President and Chief Financial Officer of Masonite International Corporation (the "Company"), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:			May 7, 2024
			/s/ Russell T. Tiejema
			Russell T. Tiejema
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2024	May 03, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-11796
Entity Registrant Name	Masonite International Corporation
Entity Tax Identification Number	98-0377314
Entity Address, Address Line One	2771 Rutherford Road
Entity Address, City or Town	Concord
Entity Address, State or Province	ON
Entity Address, Postal Zip Code	L4K 2N6
Entity Address, Country	CA
City Area Code	800
Local Phone Number	895-2723
Title of 12(b) Security	Common Stock (no par value)
Trading Symbol	DOOR
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		21,983,958
Entity Central Index Key	0000893691
Current Fiscal Year End Date	--12-29
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Incorporation, State or Country Code	A1

Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Statement of Comprehensive Income [Abstract]
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 (in dollars per share)	$ 2.79	$ 1.74
Diluted earnings per common share attributable to Masonite (in dollars per share)	$ 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

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 230,441	$ 137,414
Restricted cash	12,426	11,926
Accounts receivable, net	336,472	326,224
Inventories, net	383,866	391,199
Prepaid expenses and other assets	60,168	60,092
Income taxes receivable	27,928	26,544
Total current assets	1,051,301	953,399
Property, plant and equipment, net	743,900	747,970
Operating lease right-of-use assets	235,408	202,806
Investment in equity investees	21,360	20,378
Goodwill	294,846	294,710
Intangible assets, net	391,913	402,941
Deferred income taxes	10,420	26,658
Other assets	37,570	36,517
Total assets	2,786,718	2,685,379
Current liabilities:
Accounts payable	151,392	113,208
Accrued expenses	225,500	240,476
Income taxes payable	11,281	3,400
Long-Term Debt, Current Maturities	37,500	37,500
Total current liabilities	425,673	394,584
Long-term debt	1,040,536	1,049,384
Long-term operating lease liabilities	226,058	186,647
Deferred income taxes	116,348	120,278
Other liabilities	58,049	75,158
Total liabilities	1,866,664	1,826,051
Commitments and Contingencies
Equity:
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	223,442	231,332
Retained earnings	272,936	211,881
Accumulated other comprehensive loss	(124,735)	(120,192)
Total equity attributable to Masonite	910,389	848,253
Equity attributable to non-controlling interests	9,665	11,075
Total equity	920,054	859,328
Total liabilities and equity	$ 2,786,718	$ 2,685,379

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Shares issued (in shares)	21,976,156	21,835,474
Shares outstanding (in shares)	21,976,156	21,835,474

Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Equity Attributable to Noncontrolling Interests
Balance at beginning of period at Jan. 01, 2023	$ 742,782	$ 520,003	$ 226,514	$ 127,826	$ (142,224)	$ 10,663
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common shares issued for delivery of share based awards		12,372	(12,372)
Common shares issued under employee stock purchase plan		806	(226)
Common shares repurchased		4,025		10,692
Share based compensation expense			6,054
Common shares withheld to cover income taxes payable due to delivery of share based awards			(1,960)
Net income	39,444			38,491		953
Other comprehensive income (loss), net of tax	9,095				9,103	(8)
Dividends to non-controlling interests						(554)
Balance at end of period at Apr. 02, 2023	780,724	$ 529,156	218,010	155,625	(133,121)	11,054
Balance at beginning of period (in shares) at Jan. 01, 2023		22,155,035
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common shares issued for delivery of share based awards (in shares)		142,943
Common shares issued under employee stock purchase plan (in shares)		8,827
Common shares repurchased (in shares)		(168,523)
Balance at end of period (in shares) at Apr. 02, 2023		22,138,282
Balance at beginning of period at Dec. 31, 2023	859,328	$ 525,232	231,332	211,881	(120,192)	11,075
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common shares issued for delivery of share based awards		12,504	(12,504)
Common shares issued under employee stock purchase plan		1,010	(222)
Common shares repurchased		0		0
Share based compensation expense			6,930
Common shares withheld to cover income taxes payable due to delivery of share based awards			(2,094)
Net income	61,382			61,055		327
Other comprehensive income (loss), net of tax	(4,698)				(4,543)	(155)
Dividends to non-controlling interests						(1,582)
Balance at end of period at Mar. 31, 2024	$ 920,054	$ 538,746	$ 223,442	$ 272,936	$ (124,735)	$ 9,665
Balance at beginning of period (in shares) at Dec. 31, 2023	21,835,474	21,835,474
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common shares issued for delivery of share based awards (in shares)		130,179
Common shares issued under employee stock purchase plan (in shares)		10,503
Common shares repurchased (in shares)		0
Balance at end of period (in shares) at Mar. 31, 2024	21,976,156	21,976,156

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Cash flows from operating activities:
Net income	$ 61,382	$ 39,444
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation	27,568	21,485
Amortization	10,876	7,421
Share based compensation expense	6,930	6,054
Deferred income taxes	12,196	885
Unrealized foreign exchange gain	(234)	(97)
Share of income from equity investees, net of tax	(838)	(748)
Pension and post-retirement funding, net of expense	(683)	(509)
Non-cash accruals and interest	1,420	1,445
Loss on sale of property, plant and equipment	1,068	1,038
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	(6,692)	(5,457)
Inventories	6,494	34,024
Prepaid expenses and other assets	(197)	(7,730)
Accounts payable and accrued expenses	8,362	(33,223)
Other assets and liabilities	5,670	(7,685)
Net cash flow provided by operating activities	133,322	56,347
Cash flows from investing activities:
Additions to property, plant and equipment	(25,764)	(27,827)
Acquisition of businesses, net of cash acquired	(392)	(353,618)
Proceeds from sale of property, plant and equipment	0	4
Proceeds from repayment of note receivable	0	12,000
Other investing activities	(455)	(3,511)
Net cash flow used in investing activities	(26,611)	(372,952)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	0	250,000
Repayments of Long-term Debt	9,375	0
Payment of debt issuance costs	0	(3,628)
Proceeds from borrowings on revolving credit facilities	0	100,000
Repayments of borrowings on revolving credit facilities	0	(100,000)
Tax withholding on share based awards	(2,094)	(1,960)
Distributions to non-controlling interests	(1,582)	(554)
Repurchases of common shares	0	(14,717)
Net cash flow (used in) provided by financing activities	(13,051)	229,141
Net foreign currency translation adjustment on cash	(133)	855
Increase (decrease) in cash, cash equivalents and restricted cash	93,527	(86,609)
Cash, cash equivalents and restricted cash, beginning of period	149,340	308,921
Cash, cash equivalents and restricted cash, at end of period	$ 242,867	$ 222,312

Business Overview and Significant Accounting Policies	3 Months Ended
Business Overview and Significant Accounting Policies	Mar. 31, 2024
Accounting Policies [Abstract]
Business Overview and Significant Accounting Policies	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 solutions for the residential and non-residential building construction markets' new construction and repair, renovation and remodeling sectors. Masonite operates 64 manufacturing locations in seven countries and sells doors to customers throughout the world, including 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 December 31, 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 2023 audited consolidated financial statements, other than as noted below. Adoption of Recent Accounting Pronouncements 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 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.

Acquisitions and Divestitures

3 Months Ended

Mar. 31, 2024

Business Combination and Asset Acquisition [Abstract]

Acquisitions and Divestitures

Arrangement Agreement with Owens Corning

Acquisitions

Fleetwood

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	$	5,169	$	—	$	5,169
Accounts receivable, net	5,584		—		5,584
Inventories, net	39,248		—		39,248
Prepaid expenses and other	957		—		957
Property, plant and equipment, net	8,072		—		8,072
Right-of-use asset	16,009		—		16,009
Intangible assets	163,900		—		163,900
Total assets acquired	238,939		—		238,939

Accounts payable and accrued expenses	(20,773)		—		(20,773)
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

Endura

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

Intangible assets acquired from the 2023 acquisitions consist of the following:


(In thousands, except useful life amounts)	Endura		Expected Useful Life (Years)	Fleetwood		Expected Useful Life (Years)
Customer relationships	$	108,600	15	$	112,100	12
Trademarks and trade names	6,600		10	25,200		Indefinite
Patents	13,200		12	22,600		10
Backlog	—			4,000		1
Total intangible assets acquired	$	128,400		$	163,900


	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


	Three Months Ended
(In thousands, except per share information)	April 2, 2023
Net sales	$	780,584
Net income attributable to Masonite	49,174

Basic earnings per common share attributable to Masonite	$	2.22
Diluted earnings per common share attributable to Masonite	$	2.19

Divestitures

Accounts Receivable	3 Months Ended
Accounts Receivable	Mar. 31, 2024
Receivables [Abstract]
Accounts Receivable	Accounts Receivable Our customers consist mainly of retailers, distributors and contractors. Our ten largest customers accounted for 62.5% and 65.2% of total accounts receivable as of March 31, 2024, and December 31, 2023, respectively. Each of our two largest customers, The Home Depot, Inc. and Lowe's Companies, Inc., accounted for more than 10% of the consolidated gross accounts receivable balance as of March 31, 2024, and December 31, 2023. The allowance for doubtful accounts balance was $1.8 million and $3.1 million as of March 31, 2024, and December 31, 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 anti-dumping and countervailing duties. Duty deposits are paid to the government at time of entry into the U.S. and may later be adjusted through an administrative review process.

Inventories

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Inventories

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


(In thousands)	March 31, 2024		December 31, 2023
Raw materials	$	284,818	$	296,747
Finished goods	112,647		106,919
Provision for obsolete or aged inventory	(13,599)		(12,467)
Inventories, net	$	383,866	$	391,199

Accrued Expenses

3 Months Ended

Mar. 31, 2024

Accrued Expenses [Abstract]

Accrued Expenses

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


(In thousands)	March 31, 2024		December 31, 2023
Accrued payroll	$	61,581	$	81,004
Accrued rebates	38,137		51,457
Current portion of operating lease liabilities	30,353		32,299
Accrued interest	8,428		18,296

Other accruals	87,001		57,420
Total accrued expenses	$	225,500	$	240,476

Long-Term Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Long-Term Debt


(In thousands)	March 31, 2024		December 31, 2023
Senior unsecured notes, interest rate of 3.50%, due 2030	$	375,000	$	375,000
Senior unsecured notes, interest rate of 5.375%, due 2028	500,000		500,000
Term Loan Facility, interest rate of SOFR plus 2.25%, due 2027	212,500		221,875


Debt issuance costs	(9,464)		(9,991)
Total debt (including current portion)	1,078,036		1,086,884
Less: debt due within one year	(37,500)		(37,500)
Total long-term debt (excluding current portion)	$	1,040,536	$	1,049,384

3.50% Senior Notes due 2030

5.375% Senior Notes due 2028

Term Loan Facility

ABL Facility

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

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	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 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. 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 year ended December 31, 2023, we 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.

Share Based Compensation Plans

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Share Based Compensation Plans

Equity Incentive Plans

Deferred Compensation Plan

Stock Appreciation Rights

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.


Three Months Ended March 31, 2024	Stock Appreciation Rights	Aggregate Intrinsic Value (in thousands)		Weighted Average Exercise Price		Average Remaining Contractual Life (Years)
Outstanding, beginning of period	199,838	$	2,365	$	77.09	6.4
Granted	—			—
Exercised	(2,211)	11		87.50
Cancelled and forfeited	(892)			107.68
Outstanding, end of period	196,735	$	10,745	$	76.83	6.3

Exercisable, end of period	166,359	$	9,447	$	74.66	5.9

Restricted Stock Units


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

___________

Performance-based Restricted Stock Units


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.

Restructuring Costs

3 Months Ended

Mar. 31, 2024

Restructuring and Related Activities [Abstract]

Restructuring Costs

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


	Three Months Ended March 31, 2024
(In thousands)	North American Residential		Europe		Architectural		Corporate & Other		Total
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

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	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 $1.1 million of income tax benefit due to exercise and delivery of share based awards during the three months ended March 31, 2024, compared to zero income tax benefit during the three months ended April 2, 2023.

Earnings Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Earnings Per Share


(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

Segment Information

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Segment Information

• depreciation;

• amortization;

• share based compensation expense;

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

• registration and listing fees;

• 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.

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

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
(In thousands)	March 31, 2024		April 2, 2023
Net income attributable to Masonite	$	61,055	$	38,491
Plus:
Depreciation	27,568		21,485
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

(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.

Accumulated Other Comprehensive Loss and Other Comprehensive (Loss) Income

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

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
(In thousands)	March 31, 2024		April 2, 2023
Accumulated foreign currency translation losses, beginning of period	$	(113,023)	$	(132,001)
Foreign currency translation (loss) gain	(4,907)		8,949
Income tax (benefit) expense on foreign currency translation loss	(9)		—

Less: foreign currency translation (loss) gain attributable to non-controlling interest	(155)		(8)
Accumulated foreign currency translation losses, end of period	(117,784)		(123,044)

Accumulated pension and other post-retirement adjustments, beginning of period	(7,169)		(10,223)


Amortization of actuarial net losses	218		191
Income tax expense on amortization of actuarial net losses	—		(45)


Accumulated pension and other post-retirement adjustments	(6,951)		(10,077)

Accumulated other comprehensive loss	$	(124,735)	$	(133,121)

Other comprehensive (loss) income, net of tax	$	(4,698)	$	9,095
Less: other comprehensive (loss) income attributable to non-controlling interest	(155)		(8)
Other comprehensive (loss) income attributable to Masonite	$	(4,543)	$	9,103

Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2024

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

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


	Three Months Ended
(In thousands)	March 31, 2024		April 2, 2023
Transactions involving cash:
Interest paid	$	25,356	$	23,872
Interest received	4,422		2,210
Income taxes paid	5,185		16,267
Income tax refunds	447		41
Cash paid for operating lease liabilities	9,302		9,095
Cash paid for finance lease liabilities	354		358
Non-cash transactions:
Right-of-use assets acquired under operating leases	43,414		11,374
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:


(In thousands)	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	230,441	$	137,414
Restricted cash	12,426		11,926
Total cash, cash equivalents and restricted cash	$	242,867	$	149,340

Property, plant and equipment additions in accounts payable were $9.5 million and $9.0 million as of March 31, 2024, and December 31, 2023, respectively.

Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

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

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Event

Architectural Disposition

The 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

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

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Apr. 02, 2023
Pay vs Performance Disclosure
Net income attributable to Masonite	$ 61,055	$ 38,491

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Business Overview and Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	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 December 31, 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.
Adoption of Recent Accounting Pronouncements and Other Recent Accounting Pronouncements not yet Adopted	Adoption of Recent Accounting Pronouncements 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 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.

Acquisitions and Divestitures (Tables)

3 Months Ended

Mar. 31, 2024

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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	$	5,169	$	—	$	5,169
Accounts receivable, net	5,584		—		5,584
Inventories, net	39,248		—		39,248
Prepaid expenses and other	957		—		957
Property, plant and equipment, net	8,072		—		8,072
Right-of-use asset	16,009		—		16,009
Intangible assets	163,900		—		163,900
Total assets acquired	238,939		—		238,939

Accounts payable and accrued expenses	(20,773)		—		(20,773)
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 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

Schedule of Finite-Lived Intangible Assets

Intangible assets acquired from the 2023 acquisitions consist of the following:


(In thousands, except useful life amounts)	Endura		Expected Useful Life (Years)	Fleetwood		Expected Useful Life (Years)
Customer relationships	$	108,600	15	$	112,100	12
Trademarks and trade names	6,600		10	25,200		Indefinite
Patents	13,200		12	22,600		10
Backlog	—			4,000		1
Total intangible assets acquired	$	128,400		$	163,900

Schedule of Pro Forma Information


	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


	Three Months Ended
(In thousands, except per share information)	April 2, 2023
Net sales	$	780,584
Net income attributable to Masonite	49,174

Basic earnings per common share attributable to Masonite	$	2.22
Diluted earnings per common share attributable to Masonite	$	2.19

Inventories (Tables)

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Inventories

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


(In thousands)	March 31, 2024		December 31, 2023
Raw materials	$	284,818	$	296,747
Finished goods	112,647		106,919
Provision for obsolete or aged inventory	(13,599)		(12,467)
Inventories, net	$	383,866	$	391,199

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2024

Accrued Expenses [Abstract]

Schedule of Accrued Expenses

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


(In thousands)	March 31, 2024		December 31, 2023
Accrued payroll	$	61,581	$	81,004
Accrued rebates	38,137		51,457
Current portion of operating lease liabilities	30,353		32,299
Accrued interest	8,428		18,296

Other accruals	87,001		57,420
Total accrued expenses	$	225,500	$	240,476

Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Long-Term Debt


(In thousands)	March 31, 2024		December 31, 2023
Senior unsecured notes, interest rate of 3.50%, due 2030	$	375,000	$	375,000
Senior unsecured notes, interest rate of 5.375%, due 2028	500,000		500,000
Term Loan Facility, interest rate of SOFR plus 2.25%, due 2027	212,500		221,875


Debt issuance costs	(9,464)		(9,991)
Total debt (including current portion)	1,078,036		1,086,884
Less: debt due within one year	(37,500)		(37,500)
Total long-term debt (excluding current portion)	$	1,040,536	$	1,049,384

Schedule of Maturities of Long-Term Debt

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

Share Based Compensation Plans (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock Appreciation Rights Award Activity


Three Months Ended March 31, 2024	Stock Appreciation Rights	Aggregate Intrinsic Value (in thousands)		Weighted Average Exercise Price		Average Remaining Contractual Life (Years)
Outstanding, beginning of period	199,838	$	2,365	$	77.09	6.4
Granted	—			—
Exercised	(2,211)	11		87.50
Cancelled and forfeited	(892)			107.68
Outstanding, end of period	196,735	$	10,745	$	76.83	6.3

Exercisable, end of period	166,359	$	9,447	$	74.66	5.9

Restricted Stock Units Award Activity


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

___________

Share-Based Payment Arrangement, Performance Shares, Activity


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

___________

Restructuring Costs (Tables)

3 Months Ended

Mar. 31, 2024

Restructuring and Related Activities [Abstract]

Summary of Restructuring (Benefit) Costs by Plan

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


	Three Months Ended March 31, 2024
(In thousands)	North American Residential		Europe		Architectural		Corporate & Other		Total
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

Schedule of Restructuring Reserve by Type of Cost

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

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share


(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

Segment Information (Tables)

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

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

Reconciliation of Consolidated Adjusted EBITDA to Net Income (Loss) Attributable to Masonite

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
(In thousands)	March 31, 2024		April 2, 2023
Net income attributable to Masonite	$	61,055	$	38,491
Plus:
Depreciation	27,568		21,485
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

(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.

Accumulated Other Comprehensive Loss and Other Comprehensive (Loss) Income (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Schedule of Components of Accumulated Other Comprehensive (Loss) Income

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


	Three Months Ended
(In thousands)	March 31, 2024		April 2, 2023
Accumulated foreign currency translation losses, beginning of period	$	(113,023)	$	(132,001)
Foreign currency translation (loss) gain	(4,907)		8,949
Income tax (benefit) expense on foreign currency translation loss	(9)		—

Less: foreign currency translation (loss) gain attributable to non-controlling interest	(155)		(8)
Accumulated foreign currency translation losses, end of period	(117,784)		(123,044)

Accumulated pension and other post-retirement adjustments, beginning of period	(7,169)		(10,223)


Amortization of actuarial net losses	218		191
Income tax expense on amortization of actuarial net losses	—		(45)


Accumulated pension and other post-retirement adjustments	(6,951)		(10,077)

Accumulated other comprehensive loss	$	(124,735)	$	(133,121)

Other comprehensive (loss) income, net of tax	$	(4,698)	$	9,095
Less: other comprehensive (loss) income attributable to non-controlling interest	(155)		(8)
Other comprehensive (loss) income attributable to Masonite	$	(4,543)	$	9,103

Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2024

Supplemental Cash Flow Elements [Abstract]

Cash and Non-Cash Transactions

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


	Three Months Ended
(In thousands)	March 31, 2024		April 2, 2023
Transactions involving cash:
Interest paid	$	25,356	$	23,872
Interest received	4,422		2,210
Income taxes paid	5,185		16,267
Income tax refunds	447		41
Cash paid for operating lease liabilities	9,302		9,095
Cash paid for finance lease liabilities	354		358
Non-cash transactions:
Right-of-use assets acquired under operating leases	43,414		11,374
Holdback of portion of Endura purchase payable	18,000		18,000

Schedule of Cash, Cash Equivalents and Restricted Cash

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


(In thousands)	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	230,441	$	137,414
Restricted cash	12,426		11,926
Total cash, cash equivalents and restricted cash	$	242,867	$	149,340

Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments

The estimated fair values and carrying values of our long-term

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

Subsequent Events (Tables)

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Disposal Groups, Including Discontinued Operations

The 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

Business Overview and Significant Accounting Policies (Details)	Mar. 31, 2024 country facility
Accounting Policies [Abstract]
Number of manufacturing locations \| facility	64
Number of countries \| country	7

Acquisitions and Divestitures (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended
	Feb. 08, 2024	Oct. 19, 2023	Jan. 03, 2023	Mar. 31, 2024	Apr. 02, 2023	Dec. 31, 2023
Business Acquisition [Line Items]
Disposal group, contract termination fee	$ 75,000
Holdback of portion of Endura purchase payable					$ 18,000
Goodwill				$ 294,846		$ 294,710
Net sales				80,737
Net income attributable to Masonite				5,122
Disposal group, consideration				163,000
Masonite International Corporation \| Owens Corning
Business Acquisition [Line Items]
Business acquisition, share price (in dollars per share)	$ 133.00
Business combination, contract termination fee	$ 150,000
Fleetwood
Business Acquisition [Line Items]
Business combination, consideration transferred		$ 279,500
Holdback of portion of Endura purchase payable		26,200
Goodwill		73,464		73,856
Accounts receivable, net		$ 5,584		5,584
Net sales				27,303
Net income attributable to Masonite				1,682
Endura
Business Acquisition [Line Items]
Business combination, consideration transferred			$ 403,300
Holdback of portion of Endura purchase payable				18,000
Goodwill			189,938			181,158
Accounts receivable, net			$ 7,871			$ 8,161
Acquired equity interests, percent			100.00%
Gross contractual value of acquired trade receivables			$ 8,300
Net sales				53,434	59,800
Net income attributable to Masonite				$ 3,440	$ 4,500

Acquisitions and Divestitures (Schedule of Recognized Identified Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands	5 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Oct. 19, 2023	Jan. 03, 2023
Initial Purchase Price Allocation
Goodwill	$ 294,846	$ 294,710
Fleetwood
Initial Purchase Price Allocation
Cash acquired	5,169		$ 5,169
Accounts receivable, net	5,584		5,584
Inventories, net	39,248		39,248
Prepaid expenses and other	957		957
Property, plant and equipment, net	8,072		8,072
Right-of-use asset	16,009		16,009
Intangible assets	163,900		163,900
Total assets acquired	238,939		238,939
Accounts payable and accrued expenses	(20,773)		(20,773)
Operating lease liability	12,546		12,546
Total liabilities assumed	33,319		33,319
Goodwill	73,856		73,464
Total purchase price	279,476		$ 279,084
Measurement Period Adjustments
Goodwill	392
Total purchase price	$ (392)
Endura
Initial Purchase Price Allocation
Cash acquired		32,401		$ 32,501
Accounts receivable, net		8,161		7,871
Inventories, net		44,218		44,183
Property, plant and equipment, net		64,893		54,373
Intangible assets		128,400		135,800
Other assets and liabilities, net		2,830		2,868
Total assets acquired		280,903		277,596
Accounts payable and accrued expenses		(15,278)		(15,088)
Deferred income taxes		(43,496)		(44,345)
Total liabilities assumed		58,774		59,433
Goodwill		181,158		189,938
Total purchase price		403,287		$ 408,101
Measurement Period Adjustments
Cash acquired		(100)
Accounts receivable, net		290
Inventories, net		35
Property, plant and equipment, net		10,520
Intangible assets		(7,400)
Other assets and liabilities, net		(38)
Total assets acquired		3,307
Accounts payable and accrued expenses		(190)
Deferred income taxes		849
Total liabilities assumed		(659)
Goodwill		(8,780)
Total purchase price		$ (4,814)

Acquisitions and Divestitures (Schedule of Finite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands	Oct. 19, 2023	Jan. 03, 2023
Endura
Business Acquisition [Line Items]
Fair value		$ 128,400
Endura \| Customer relationships
Business Acquisition [Line Items]
Fair value		$ 108,600
Expected useful life		15 years
Endura \| Trademarks and trade names
Business Acquisition [Line Items]
Fair value		$ 6,600
Expected useful life		10 years
Endura \| Patents
Business Acquisition [Line Items]
Fair value		$ 13,200
Expected useful life		12 years
Endura \| Backlog
Business Acquisition [Line Items]
Fair value		$ 0
Fleetwood
Business Acquisition [Line Items]
Fair value	$ 163,900
Fleetwood \| Customer relationships
Business Acquisition [Line Items]
Fair value	$ 112,100
Expected useful life	12 years
Fleetwood \| Trademarks and trade names
Business Acquisition [Line Items]
Fair value	$ 25,200
Fleetwood \| Patents
Business Acquisition [Line Items]
Fair value	$ 22,600
Expected useful life	10 years
Fleetwood \| Backlog
Business Acquisition [Line Items]
Fair value	$ 4,000
Expected useful life	1 year

Acquisitions and Divestitures (Schedule of Pro Forma Information) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Net sales	$ 80,737
Net income attributable to Masonite	5,122
Net sales		$ 780,584
Net income attributable to Masonite		$ 49,174
Basic earnings per common share attributable to Masonite (in dollars per share)		$ 2.22
Diluted earnings per common share attributable to Masonite (in dollars per share)		$ 2.19
Endura
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Net sales	53,434	$ 59,800
Net income attributable to Masonite	3,440	$ 4,500
Fleetwood
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Net sales	27,303
Net income attributable to Masonite	$ 1,682

Accounts Receivable (Details) $ in Thousands	3 Months Ended	12 Months Ended
Accounts Receivable (Details) $ in Thousands	Mar. 31, 2024 USD ($) Customer	Dec. 31, 2023 USD ($) Customer
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for doubtful accounts \| $	$ 1,800	$ 3,100
Accounts Receivable \| Customer Concentration Risk \| Ten Largest Customers
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk, customers \| Customer	10	10
Concentration risk, percent	62.50%	65.20%
Accounts Receivable \| Customer Concentration Risk \| The Home Depot, Inc.
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk, percent	10.00%	10.00%
Accounts Receivable \| Customer Concentration Risk \| Lowe's Companies, Inc.
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk, percent	10.00%	10.00%

Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 284,818	$ 296,747
Finished goods	112,647	106,919
Provision for obsolete or aged inventory	(13,599)	(12,467)
Inventories, net	$ 383,866	$ 391,199

Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Accrued Expenses [Abstract]
Accrued payroll	$ 61,581	$ 81,004
Accrued rebates	38,137	51,457
Current portion of operating lease liabilities	30,353	32,299
Accrued interest	8,428	18,296
Other accruals	87,001	57,420
Total accrued expenses	$ 225,500	$ 240,476

Long-Term Debt (Schedule of Long-Term Debt) (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Jul. 26, 2021	Jul. 25, 2019
Debt Instrument [Line Items]
Long-term debt, gross	$ 1,087,500
Debt issuance costs	(9,464)	$ (9,991)
Total debt (including current portion)	1,078,036	1,086,884
Less: debt due within one year	(37,500)	(37,500)
Total long-term debt (excluding current portion)	1,040,536	1,049,384
Senior Notes \| Senior Notes 2030
Debt Instrument [Line Items]
Long-term debt, gross	375,000	375,000
Interest rate stated percentage			3.50%
Senior Notes \| Senior Notes Due 2028
Debt Instrument [Line Items]
Long-term debt, gross	500,000	500,000
Interest rate stated percentage				5.375%
Line of Credit \| Term Loan A \| Secured Debt
Debt Instrument [Line Items]
Long-term debt, gross	212,500	$ 221,875
Debt issuance costs	$ (3,600)

Long-Term Debt (Narrative) (Details) - USD ($)				3 Months Ended
Long-Term Debt (Narrative) (Details) - USD ($)	Jan. 03, 2023	Dec. 13, 2022	Oct. 28, 2022	Mar. 31, 2024	Apr. 02, 2023	Jul. 26, 2021	Jul. 25, 2019	Jan. 31, 2019
Debt Instrument [Line Items]
Proceeds from issuance of long-term debt				$ 0	$ 250,000,000
Revolving Credit Facility \| ABL Facility 2024
Debt Instrument [Line Items]
Maximum borrowing capacity								$ 250,000,000
Line of credit facility, increase (decrease), net			$ 100,000,000
Revolving credit facility availability				249,100,000
Revolving credit facilities				0
Revolving Credit Facility \| ABL Facility 2027
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 350,000,000
Proceeds from borrowings on revolving credit facilities	$ 100,000,000
Senior Notes
Debt Instrument [Line Items]
Interest expense				$ 12,100,000	$ 15,400,000
Senior Notes \| Senior Notes 2030
Debt Instrument [Line Items]
Interest rate stated percentage						3.50%
Aggregate principal						$ 375,000,000
Senior Notes \| Senior Notes Due 2028
Debt Instrument [Line Items]
Interest rate stated percentage							5.375%
Aggregate principal							$ 500,000,000
Line of Credit \| Secured Debt \| Term Loan A
Debt Instrument [Line Items]
Aggregate principal		$ 250,000,000
Debt instrument, term		5 years
Maximum borrowing capacity		$ 250,000,000
Annual principal payment, percentage		15.00%
Proceeds from issuance of long-term debt		$ 246,400,000
Line of Credit \| Secured Debt \| Term Loan A \| Adjusted Term Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis spread on variable rate		2.25%
Line of Credit \| Secured Debt \| Term Loan A \| Adjusted Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate		0.50%
Line of Credit \| Secured Debt \| Term Loan A \| Premium Adjusted Term Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis spread on variable rate		1.00%
Line of Credit \| Secured Debt \| Term Loan A \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate		1.00%
Line of Credit \| Secured Debt \| Term Loan A \| Applicable Margin
Debt Instrument [Line Items]
Basis spread on variable rate		1.25%

Long-Term Debt (Schedule of Maturities of Long-Term Debt) (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Debt Disclosure [Abstract]
Long-Term Debt, Maturity, Year One	$ 28,125
Long-Term Debt, Maturity, Year Two	37,500
Long-Term Debt, Maturity, Year Three	37,500
Long-Term Debt, Maturity, Year Four	109,375
Long-Term Debt, Maturity, Year Five	500,000
Long-Term Debt, Maturity, after Year Five	375,000
Long-term debt, gross	$ 1,087,500

Commitment and Contingencies (Details) - USD ($) $ in Thousands		3 Months Ended		12 Months Ended
	Nov. 03, 2023	Mar. 31, 2024	Apr. 02, 2023	Dec. 31, 2023
Loss Contingencies [Line Items]
Increase to legal reserve		$ 37,832	$ 1,381
Selling, General and Administrative Expenses
Loss Contingencies [Line Items]
Increase to legal reserve				$ 900
Antitrust Litigation - Canada
Loss Contingencies [Line Items]
Legal settlement awarded to other parties	$ 900

Share Based Compensation Plans (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023	Mar. 10, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation	$ 6,930	$ 6,054
Share based compensation unrecognized	$ 41,400
Weighted average remaining requisite service period	1 year 9 months 18 days
Deferred compensation liability	$ 9,800
Deferred compensation asset	$ 8,200
2021 Plan \| Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity awards not to exceed (in shares)			880,000
Common stock available for future issuance (in shares)	649,363
Stock Appreciation Rights (SARs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
Plan term	10 years
Vested, fair value	$ 800
Average requisite service period	2 years
Granted (in shares)	0
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Average requisite service period	2 years
Grants in period, fair value	$ 24,000
Units vested (in shares)	116,368
Fair value of shares vested	$ 10,900
Restricted Stock Units (RSUs) \| Service Requirement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	100.00%
Restricted Stock Units (RSUs) \| Service and Performance Requirements
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	0.00%
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
Grants in period, fair value	$ 0
Units vested (in shares)	29,807
Fair value of shares vested	$ 3,300

Share Based Compensation Plans (SARs) (Details) - Stock Appreciation Rights (SARs) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Stock Appreciation Rights
Outstanding, beginning of period (in shares)	199,838
Granted (in shares)	0
Exercised (in shares)	(2,211)
Forfeited (in shares)	(892)
Outstanding, end of period (in shares)	196,735	199,838
Exercisable, shares	166,359
Aggregate Intrinsic Value & Average Remaining Contractual Life
Outstanding, beginning of period, aggregate intrinsic value	$ 2,365
Exercised, aggregate intrinsic value	11
Outstanding, end period, aggregate intrinsic value	10,745	$ 2,365
Exercisable, aggregate intrinsic value	$ 9,447
Outstanding, beginning of period, weighted average remaining contractual term	6 years 3 months 18 days	6 years 4 months 24 days
Outstanding, end of period, weighted average remaining contractual term	6 years 3 months 18 days	6 years 4 months 24 days
Exercisable, weighted average remaining contractual term	5 years 10 months 24 days
Weighted Average Exercise Price
Outstanding, beginning of period (in dollars per share)	$ 77.09
Granted (in dollars per share)	0
Exercised (in dollars per share)	87.50
Forfeited (in dollars per share)	107.68
Outstanding, end of period (in dollars per share)	76.83	$ 77.09
Exercisable, end of period (in dollars per share)	$ 74.66

Share Based Compensation Plans (Weighted Average Grant Date Assumptions) (Details) - Stock Appreciation Rights (SARs)	3 Months Ended
	Mar. 31, 2024 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
SAR value (model conclusion)	$ 0
Risk-free rate	0.00%
Expected dividend yield	0.00%
Expected volatility	0.00%
Expected term (years)	0 years

Share Based Compensation Plans (RSUs) (Details)	3 Months Ended
Share Based Compensation Plans (RSUs) (Details)	Mar. 31, 2024 $ / shares shares
Restricted Stock Units (RSUs)
Total Restricted Stock Units Outstanding
Outstanding, beginning of period (in shares)	340,024
Granted (in shares)	187,840
Delivered (in shares)	(108,335)
Withheld to cover (in shares)	(8,033)
Forfeited (in shares)	(4,417)
Outstanding, end of period (in shares)	407,079
Weighted Average Grant Date Fair Value
Outstanding, beginning of period (in dollars per share) \| $ / shares	$ 91.02
Granted (in dollars per share) \| $ / shares	127.64
Delivered (in dollars per share) \| $ / shares	93.54
Forfeited (in dollars per share) \| $ / shares	95.27
Outstanding, end of period (in dollars per share) \| $ / shares	$ 107.15
Performance Shares
Total Restricted Stock Units Outstanding
Outstanding, beginning of period (in shares)	319,221
Granted (in shares)	0
Performance adjustment (in shares)	0
Delivered (in shares)	(21,730)
Withheld to cover (in shares)	(8,077)
Forfeited (in shares)	(15,553)
Outstanding, end of period (in shares)	273,861
Weighted Average Grant Date Fair Value
Outstanding, beginning of period (in dollars per share) \| $ / shares	$ 95.55
Granted (in dollars per share) \| $ / shares	0
Performance adjustment (in dollars per share) \| $ / shares	0
Delivered (in dollars per share) \| $ / shares	109.25
Forfeited (in dollars per share) \| $ / shares	108.72
Outstanding, end of period (in dollars per share) \| $ / shares	$ 93.31

Restructuring Costs (Narrative) (Details) $ in Millions	Mar. 31, 2024 USD ($)
Minimum \| Twenty Twenty Four Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Expected restructuring cost remaining	$ 5
Minimum \| 2022 Plan
Restructuring Cost and Reserve [Line Items]
Expected restructuring cost remaining	2
Maximum \| Twenty Twenty Four Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Expected restructuring cost remaining	8
Maximum \| 2022 Plan
Restructuring Cost and Reserve [Line Items]
Expected restructuring cost remaining	$ 7

Restructuring Costs (Schedule of Restructuring Costs) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 1,394	$ 3,678
Cumulative amount incurred to date	13,655
Restructuring reserve	(32)		$ 0
Cash payments	(1,362)
Severance
Restructuring Cost and Reserve [Line Items]
Restructuring costs	1,197
Closure Costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	197
North American Residential
Restructuring Cost and Reserve [Line Items]
Restructuring costs	450	2,380
Cumulative amount incurred to date	11,062
Europe
Restructuring Cost and Reserve [Line Items]
Restructuring costs	961	0
Cumulative amount incurred to date	1,119
Architectural
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0	684
Cumulative amount incurred to date	864
Corporate & Other
Restructuring Cost and Reserve [Line Items]
Restructuring costs	(17)	614
Cumulative amount incurred to date	610
2024 Plan
Restructuring Cost and Reserve [Line Items]
Restructuring costs	961
Cumulative amount incurred to date	1,119
Restructuring reserve	(32)		0
Cash payments	(929)
2024 Plan \| Severance
Restructuring Cost and Reserve [Line Items]
Restructuring costs	845
2024 Plan \| Closure Costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	116
2024 Plan \| North American Residential
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0
Cumulative amount incurred to date	0
2024 Plan \| Europe
Restructuring Cost and Reserve [Line Items]
Restructuring costs	961
Cumulative amount incurred to date	1,119
2024 Plan \| Architectural
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0
Cumulative amount incurred to date	0
2024 Plan \| Corporate & Other
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0
Cumulative amount incurred to date	0
2022 Plan
Restructuring Cost and Reserve [Line Items]
Restructuring costs	433	3,678
Cumulative amount incurred to date	12,536
Restructuring reserve	0		$ 0
Cash payments	(433)
2022 Plan \| Severance
Restructuring Cost and Reserve [Line Items]
Restructuring costs	352
2022 Plan \| Closure Costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	81
2022 Plan \| North American Residential
Restructuring Cost and Reserve [Line Items]
Restructuring costs	450	2,380
Cumulative amount incurred to date	11,062
2022 Plan \| Europe
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0
Cumulative amount incurred to date	0
2022 Plan \| Architectural
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0	684
Cumulative amount incurred to date	864
2022 Plan \| Corporate & Other
Restructuring Cost and Reserve [Line Items]
Restructuring costs	(17)	$ 614
Cumulative amount incurred to date	$ 610

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Mar. 31, 2024	Apr. 02, 2023
Income Tax Disclosure [Abstract]
Canadian federal statutory rate	26.13%
Income tax benefit due to the exercise and delivery of share-based awards	$ 1.1	$ 0.0

Earnings Per Share (Schedule of Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
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 (in dollars per share)	$ 2.79	$ 1.74
Diluted earnings per common share attributable to Masonite (in dollars per share)	$ 2.74	$ 1.71
Stock Appreciation Rights (SARs)
Effect of dilutive securities:
Anti-dilutive instruments excluded from diluted earnings per common share (in shares)	1,383	191,385

Earnings Per Share (Narrative) (Details)	Jan. 01, 2023 authorization	Feb. 21, 2022 shares
Earnings Per Share [Abstract]
Number of share repurchase authorizations \| authorization	5
Number of shares authorized to be repurchased (in shares) \| shares		200,000,000

Segment Information (Geographic Segments Information) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 668,339	$ 725,984
Adjusted EBITDA	97,100	106,165
Operating Segments
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	672,352	731,355
Intersegment Eliminations
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	(4,013)	(5,371)
North American Residential
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	530,643	569,039
Adjusted EBITDA	106,801	107,881
North American Residential \| Operating Segments
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	531,357	569,429
North American Residential \| Intersegment Eliminations
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	(714)	(390)
Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	58,392	63,694
Adjusted EBITDA	1,941	5,151
Europe \| Operating Segments
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	58,487	63,716
Europe \| Intersegment Eliminations
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	(95)	(22)
Architectural
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	75,539	87,902
Adjusted EBITDA	4,816	5,350
Architectural \| Operating Segments
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	78,743	92,861
Architectural \| Intersegment Eliminations
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	(3,204)	(4,959)
Corporate & Other
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	3,765	5,349
Adjusted EBITDA	(16,458)	(12,217)
Corporate & Other \| Operating Segments
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	3,765	5,349
Corporate & Other \| Intersegment Eliminations
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 0	$ 0

Segment Information (Reconciliation of Consolidated Adjusted EBITDA to Net Income (Loss)) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Segment Reporting [Abstract]
Net income attributable to Masonite	$ 61,055	$ 38,491
Depreciation	27,568	21,485
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	(85,250)	52
Income tax expense	23,278	11,360
Other items	37,832	1,381
Net income attributable to non-controlling interest	327	953
Adjusted EBITDA	$ 97,100	$ 106,165

Accumulated Other Comprehensive Loss and Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023	Dec. 31, 2023
Accumulated Foreign Currency Translation Gains (Losses) [Roll Forward]
Accumulated foreign currency translation losses, beginning of period	$ (113,023)	$ (132,001)
Foreign currency translation (loss) gain	(4,907)	8,949
Income tax (benefit) expense on foreign currency translation loss	(9)	0
Less: foreign currency translation (loss) gain attributable to non-controlling interest	(155)	(8)
Accumulated foreign currency translation losses, end of period	(117,784)	(123,044)
Accumulated Amortization of Actuarial Net Losses [Roll Forward]
Accumulated pension and other post-retirement adjustments, beginning of period	(7,169)	(10,223)
Amortization of actuarial net losses	218	191
Income tax expense on amortization of actuarial net losses	0	45
Accumulated pension and other post-retirement adjustments	(6,951)	(10,077)
Accumulated other comprehensive loss	(124,735)	(133,121)	$ (120,192)
Other comprehensive (loss) income, net of tax	(4,698)	9,095
Less: other comprehensive (loss) income attributable to non-controlling interest	(155)	(8)
Other comprehensive (loss) income attributable to Masonite	$ (4,543)	$ 9,103

Supplemental Cash Flow Information (Cash and Non-Cash Transactions) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Transactions involving cash:
Interest paid	$ 25,356	$ 23,872
Interest received	4,422	2,210
Income taxes paid	5,185	16,267
Income tax refunds	447	41
Cash paid for operating lease liabilities	9,302	9,095
Cash paid for finance lease liabilities	354	358
Non-cash transactions:
Right-of-use assets acquired under operating leases	$ 43,414	11,374
Holdback of portion of Endura purchase payable		$ 18,000

Supplemental Cash Flow Information (Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Apr. 02, 2023	Jan. 01, 2023
Supplemental Cash Flow Elements [Abstract]
Cash and cash equivalents	$ 230,441	$ 137,414
Restricted cash	12,426	11,926
Total cash, cash equivalents and restricted cash	$ 242,867	$ 149,340	$ 222,312	$ 308,921

Supplemental Cash Flow Information (Narrative) (Details) $ in Millions			3 Months Ended	12 Months Ended
	Jan. 16, 2024 USD ($) d	Dec. 17, 2023 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Jan. 01, 2023 USD ($)
Business Acquisition [Line Items]
Property, plant and equipment, additions			$ 9.5	$ 9.0
Financing receivable, current					$ 12.6
PGT Innovations, Inc.
Business Acquisition [Line Items]
Gain (loss) on contract termination	$ 84.0
PGT Innovations, Inc.
Business Acquisition [Line Items]
Contract termination		$ 3,000.0
Contract termination, match period \| d	4

Fair Value of Financial Instruments (Details) - Senior Notes - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Jul. 26, 2021	Jul. 25, 2019
Senior Notes 2030
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate stated percentage			3.50%
Senior Notes 2030 \| Fair Value \| Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated fair value of senior notes	$ 332,194	$ 324,956
Senior Notes 2030 \| Carrying Value \| Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated fair value of senior notes	371,814	371,679
Senior Notes Due 2028
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate stated percentage				5.375%
Senior Notes Due 2028 \| Fair Value \| Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated fair value of senior notes	501,230	482,285
Senior Notes Due 2028 \| Carrying Value \| Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated fair value of senior notes	$ 496,794	$ 496,609

Subsequent Events (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Apr. 26, 2024	Mar. 31, 2024
Subsequent Event [Line Items]
Disposal group, consideration			$ 163,000
Subsequent Event \| Senior Notes Due 2028 \| Senior Notes
Subsequent Event [Line Items]
Repurchased face amount		$ 441,351
Repurchased face amount, percentage		88.27%
Forecast
Subsequent Event [Line Items]
Disposal group, consideration	$ 75,000
Forecast \| Subsequent Event \| Minimum
Subsequent Event [Line Items]
Loss on write-down	90,000
Forecast \| Subsequent Event \| Maximum
Subsequent Event [Line Items]
Loss on write-down	$ 100,000

Subsequent Events (Architectural Assets) (Details) $ in Millions	Mar. 31, 2024 USD ($)
Subsequent Events [Abstract]
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

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DOOR Masonite International Corporation