Date of Report (Date of earliest event reported): December 27, 2022
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Masonite International Corporation
(Exact name of registrant as specified in its charter)
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British Columbia, Canada
001-11796
98-0377314
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
2771 Rutherford Road
Concord, OntarioL4K 2N6Canada
(Address of principal executive offices)
(800) 895-2723
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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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)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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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.
Item 2.05
Costs Associated with Exit or Disposal Activities.
On December 27, 2022, Masonite International Corporation (the “Company”) approved a plan intended to (i) better align its organizational structure and its long-term business strategy and (ii) continue to drive cost efficiencies through an optimized manufacturing footprint. This plan includes commencing certain restructuring actions across the Company’s North American Residential and Architectural segments (the “2022 Restructuring Plan”).
The Company expects to incur pre-tax restructuring and other closure costs of $15.0 to $20.0 million related to the 2022 Restructuring Plan beginning in the fourth quarter of 2022 and continuing through fiscal year 2023, of which approximately 65% will be cash expenditures. The 2022 Restructuring Plan is intended to help improve the Company’s profitability and cash flows once fully implemented. The Company expects to complete these actions by the end of fiscal year 2023 and to realize annual cash savings of approximately $15.0 to $20.0 million thereafter. The above costs are estimates and the actual costs may vary significantly based on various factors.
The Company will discuss the 2022 Restructuring Plan in more detail during its fourth quarter 2022 corporate earnings conference call.
Forward-looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws, including: the impact of the 2022 Restructuring Plan on the Company’s profitability, cash flow, results of operations and financial condition; the expected costs and timeline of the 2022 Restructuring Plan; and the Company’s ability to achieve the savings related to the 2022 Restructuring Plan. When used in this Current Report on Form 8-K, such forward-looking statements may be identified by the use of such words as “may,” “might,” “could,” “will,” “would,” “should,” “expect,” “believes,” “outlook,” “predict,” “forecast,” “objective,” “remain,” “anticipate,” “estimate,” “potential,” “continue,” “plan,” “project,” “targeting,” or the negative of these terms or other similar terminology.
Forward-looking statements involve significant known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Masonite, or industry results, to be materially different from any future plans, goals, targets, objectives, results, performance or achievements expressed or implied by such forward-looking statements. As a result, such forward-looking statements should not be read as guarantees of future performance or results, should not be unduly relied upon, and will not necessarily be accurate indications of whether or not such results will be achieved. Factors that could cause actual results to differ materially from the results discussed in the forward-looking statements include, but are not limited to, the information under the captions “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Forward Looking Statements” in our most recent annual report on Form 10-K filed with the SEC on February 24, 2022, in each case as updated by our subsequent filings with the SEC. Masonite undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
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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 hereunto duly authorized.
MASONITE INTERNATIONAL CORPORATION
Date:
December 29, 2022
By:
/s/ James C. Pelletier
Name:
James C. Pelletier
Title:
Senior Vice President, General Counsel and Corporate Secretary
