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    Baml leveraged finance conference   final Baml leveraged finance conference final Presentation Transcript

    • Investor Presentation December 2013 Bank of America Merrill Lynch Leveraged Finance Conference
    • Safe Harbor / Forward Looking Statements This Investor Presentation contains forward-looking information and other forward-looking statements within the meaning of applicable Canadian and/or US securities laws that involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, 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. When used in this Investor Presentation, such statements may contain 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 information in this Investor Presentation may include, without limitation, statements regarding intentions, goals, targets, preliminary results, performance, goals, achievements, operations, acquisitions and integration of acquired businesses, plans and objectives, strategies, business and economic conditions, and projected costs. These statements reflect the Company’s current expectations regarding future events and operating performance and are based on information currently available to the Company and speak only as of the date of this Presentation. All forward-looking statements in this Investor Presentation are qualified by these cautionary statements. Forward-looking statements involve significant risks and uncertainties, 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, general economic, market and business conditions; levels of residential new construction, residential repair, renovation and remodeling and non-residential building construction activity; competition; our ability to successfully implement our business strategy; our ability to manage our operations including integrating our recent acquisitions and companies or assets we acquire in the future; 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 and our senior secured asset-backed credit facility; labor relations (i.e., disruptions, strikes or work stoppages), labor costs, and availability of labor; increases in the costs of raw materials or any shortage in supplies; our ability to keep pace with technological developments; the actions by, and the continued success of, certain key customers; our ability to maintain relationships with certain customers; new contractual commitments; our ability to generate the benefits of our restructuring activities; retention of key management personnel; environmental and other government regulations; limitations on operating our business as a result of covenant restrictions under our existing and future indebtedness, including our senior notes and senior secured asset-based credit facility; and other factors publicly disclosed by the company from time to time. Forward-looking information is based on various material factors or assumptions, which are based on information currently available to the Company. Material factors or assumptions that were applied in drawing a conclusion or making a target, objectives or goal set out in the following forward-looking information are as set out within this Investor Presentation. Readers are cautioned that the preceding and enclosed list of material factors or assumptions is not exhaustive. Although the forward-looking statements contained in this Investor Presentation are based upon what the Company believes are reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this Presentation, and should not be relied upon as presenting the Company’s views on any date subsequent to such date. The Company assumes no obligation to update or revise these forward-looking statements to reflect new information, events, and circumstances or otherwise, except in such circumstances as may be required by applicable law. 2
    • 3 Non-GAAP Financial Measures Adjusted EBITDA is a measure used by management to measure operating performance. It is defined as net income (loss) attributable to Masonite plus depreciation, amortization of intangible assets, restructuring costs, loss (gain) on sale of property, plant and equipment, impairment of property, plant and equipment, interest expense, net, other expense (income), net, income tax expense (benefit), loss (income) from discontinued operations, net of tax, net income attributable to non-controlling interest and share based compensation expense. Adjusted EBITDA is not a measure of financial condition or profitability under GAAP, and should not be considered as an alternative to (i) net income (loss) or net income (loss) attributable to Masonite determined in accordance with GAAP or (ii) operating cash flow determined in accordance with GAAP. Additionally, Adjusted EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not include certain cash requirements such as interest payments, tax payments and debt service requirements. We believe that the inclusion of Adjusted EBITDA in this presentation is appropriate to provide additional information to investors about our operating performance. Not all companies use identical calculations and as a result this presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Moreover, Adjusted EBITDA as presented for financial reporting purposes herein, although similar, is not the same as similar terms in the applicable covenants in our ABL Facility or our senior notes. Adjusted EBITDA, as calculated under our ABL Facility or senior notes would also include, among other things, additional add-backs for amounts related to: cost savings projected by us in good faith to be realized as a result of actions taken or expected to be taken prior to or during the relevant period; fees and expenses in connection with certain plant closures and layoffs; and the amount of any restructuring charges, integration costs or other business optimization expenses or reserve deducted in the relevant period in computing consolidated net income, including any one-time costs incurred in connection with acquisitions. The appendix sets forth a reconciliation of Adjusted EBITDA to net income (loss) attributable to Masonite for the periods indicated. Adjusted EBITDA Flow Through is defined for a given period as the difference between Adjusted EBITDA for such period and for the comparable period in the previous fiscal year divided by the difference between net sales for such period and for the comparable prior year period. Adjusted EBITDA Flow Through is a measure used by management to measure the efficiency of converting increases in net sales growth to increases in Adjusted EBITDA. We believe our presentation of Adjusted EBITDA Flow Through is appropriate to provide additional information to investors about our operating performance and the efficiency of our operating practices. Not all companies use identical calculations and as a result this presentation of Adjusted EBITDA Flow Through may not be comparable to other similarly titled measures of other companies.
    • 1. Company Overview 4. Summary 3. Financial Results 2. Strategic Growth Initiatives
    • Europe, Asia and Latin America 22% Africa 5% North America 73% Company Overview Masonite is a Global Building Products Company  Established leadership positions in all targeted segments in our largest market (United States).  Net Sales of $1.7 billion; approximately 31 million doors sold in 2012.  An extensive global footprint with 64 manufacturing facilities spread across 11 countries.  Serves more than 6,000 customers worldwide in 70 countries.  One of only two vertically integrated residential door manufacturers and the only vertically integrated commercial door manufacturer in NA. Manufacturing Headquarters North America CANADA UNITED STATES MEXICO S. America CHILE Europe FRANCE UK ISRAEL CZECH REPUBLIC IRELAND Southeast Asia MALAYSIA South Africa SOUTH AFRICA NA End-Markets* Geography* Residential new construction 34% Residential RRR 45% Non-residential construction 21% 5 * Based on 2012 pro forma financials
    • Company Overview Opening Doors to Sustainable Growth 9 Strengthen The Core Organic Growth Tuck-in Acquisitions A Balanced Growth Strategy Built on Core Principals Continuous Improvement / Lean Sigma Culture Leader in adoption of innovation & technology Demonstrated success in identifying & completing strategic acquisitions 6
    • Company Overview Masonite Has Transformed Itself Over the Past Several Years Actions Taken - 5,000 10,000 15,000 20,000 2006 2012 Pre-Acquisitions Acquisitions Total Headcount Cumulative Global Plant Closures - 10 20 30 40 50 60 2006 2007 2008 2009 2010 2011 2012 7 Warehouses Manufacturing  Strengthened the Core Business: • Lean sigma deployed and $100+ million of benefits since 2006 • 54 manufacturing/distribution facilities rationalized since 2006 • Reduced total headcount by approximately 40% since 2006 • Automation: Residential interior door plant in Denmark, South Carolina  Drive Organic Growth: • New Products: Design and Innovation Leader • E-commerce: Max Configurator  Strategic Tuck-in Acquisitions: • Acquisitions: Eleven strategic tuck-ins since March 2010 designed to build leadership positions and strengthen vertical integration across all targeted North American door markets
    • 1. Company Overview 2. Strategic Growth Initiatives 4. Summary 3. Financial Results
    • Industry Structure New Products E-Commerce Automation Vertical Integration Ensures Supply of Key Components Limited Bad Debt Expense / Product Obsolescence Higher Adjusted EBITDA to Cash Conversion Ratio The Combination of These Items is Expected to Grow Share and Expand Margins Beyond Macro Economic Recovery. Strategic Growth Initiatives Four Primary Focus Areas to Grow Share and Expand Margins 9
    • Strategic Growth Initiatives: Industry Structure Residential Interior Molded Facings and Interior Door Consolidation NA Residential Interior Molded Facings* 3 Players 2 Players # # (^) – There are only two residential molded interior wood door manufacturers with a full North American footprint / distribution capability. Both have been actively consolidating smaller, regional players. (#) – ONEX acquired JW in October 2011 & JW acquired CMI in October 2012. CMI previously acquired Illinois Flush Door in February 2010. (*) – Full vertically integrated operations. NA Residential Interior Doors 6 Players 2 Players^ # 2010 10 2010 2012 2012 2010
    • NA Non-Residential Interior Wood 7 Players^ 4 Players NA Residential Specialty (Stile & Rail) 4 Players* 2 Players (^) – Management estimate of seven largest North American Commercial & Architectural interior wood door manufacturers. (*) – Management estimate of the four largest Residential Stile & Rail door manufacturers serving the North American market. Strategic Growth Initiatives: Industry Structure Non-Residential and Specialty Door Consolidation 11 2012 2012 2011 2012 2013
    • 12 Baillargeon BirchwoodMarshfield Algoma Ledco India Lifetime Lemieux Algoma Marshfield Door Components Residential Doors SteelStile & RailMolded Commercial & Architectural Doors Fiberglass ExteriorInterior Door Core Veneers / Facings Interior Wood Steel & Glass Leadership Position Leadership Position Leadership Position Leadership Position Leadership Position Leadership Position Leadership Position 2010-2013 acquisitions. Limited Masonite presence. Defined as #1 or #2 (based on internal estimates). Strategic Growth Initiatives: Industry Structure Tuck-In Acquisitions have Created Leadership Positions Masisa
    • New Products AutomationE-Commerce 13 Strategic Growth Initiatives Masonite’s Business is Becoming Increasingly Difficult to Replicate Vertical Integration Masonite’s replacement insurance value on our facing production facilities alone is in excess of $1.0 billion. Die Fabrication Facings Production Slab Assembly Pre-Hanging Pre-Finishing
    • 1,379 764 1,129 0 500 1,000 1,500 2008 2012 2015 300 283 335 0 50 100 150 200 250 300 350 400 2006 2012 2015 2.1 0.8 1.5 0.0 0.5 1.0 1.5 2.0 2.5 2005 2012 2015 New Housing Repair, Renovation, Remodel Commercial Source: S&P Economic Forecast (Sept. 2013) Source: HIRI (Sept 2013) Source: McGraw Hill Construction (Q3 13) 34% 45% 21% Housing starts are expected to increase rapidly over the next several years. U.S. Building Construction StartsU.S. Housing Starts U.S. Market Spending RRR is also expected to increase, but at a slower rate than the new housing market. Recovery in commercial construction is expected to lag new housing by ~2 years. Masonite’s 2012 North America Sales Breakdown 14 (inmm) (inBn$) (mmofSqft) Strategic Growth Initiatives Masonite is Well Positioned for a Multi-Leg, Multi-Stage Recovery
    • $2 / Door +~$60 MM $3 / Door +~$90 MM Nearly 60% of all Masonite Doors Sold were in the United States $1 / Door +~$30 MM Hypothetical increase in Adjusted EBITDA per $1/door increase^ Masonite sold approx. 31 million doors globally in 2012 with an AUP of ~$55/door Recent Pricing Activity (^) – Assuming no change in mix, input costs etc. Strategic Growth Initiatives Pricing has the Potential to Significantly Expand Margins  Industry consolidation and improving economy should translate into a better pricing environment.  Pricing upside can lead to significant EBITDA growth and margin expansion.  March 2013 and Sept 2013 U.S. wholesale price increase were well- received by the market. 15
    • 1. Company Overview 2. Strategic Growth Initiatives 4. Summary 3. Financial Results
    • (^) - See appendix for reconciliation of Adjusted EBITDA to Net income (loss) attributable to Masonite. $425.0 $433.1 $375 $400 $425 $450 $475 $500 $525 $550 Q3'12 Q3'13 $25.0 $28.4 $20 $25 $30 Q312 Q313 7.7 7.7 6.0 6.4 6.8 7.2 7.6 8.0 8.4 8.8 Q2'12 Q2'13 Financial Results: Fiscal 2013 Third Quarter Door Volume, Net Sales and Adjusted EBITDA Net Sales Adj. EBITDA^Door Volume (in millions) (millions of USD) (millions of USD) Q3‘12 Q3‘13 Q3‘12 Q3‘13 Q3‘12 Q3‘13 $2.0 million of one-time Registration and Equity Listing Costs.= Excluding One-Time Registration & Listing Costs, Adjusted EBITDA up 13.6% 17
    • Q3'12 Q3'13Q3'12 Q3'13 Financial Results: Fiscal 2013 Third Quarter Wholesale Volume Pacing Market, Retail Down Behind Lowe’s Loss North America Wholesale Customer Volume up Double Digits NA Retail CustomersNA Wholesale Customers Q3 ‘12 Q3 ‘13 Q3 ‘12 Q3 ‘13 Volume^ Volume^ (^) – Common scale starting at zero. 18
    • Financial Results: Fiscal 2013 Third Quarter Consolidated P&L Information – Including One-Time Costs Excluding One-Time Registration & Listing Costs, Adjusted EBITDA Margin +70 bps. (*) - See appendix for reconciliation of Adjusted EBITDA to Net income (loss) attributable to Masonite. Net Sales Gross Profit Gross Profit % SG&A SG&A % Adj EBITDA* Adj EBITDA % Q3’13 $433.1 $59.0 13.6% $51.4 11.9% $26.4 6.1% Q3’12 $425.0 $55.4 13.0% $52.7 12.4% $25.0 5.9% Change +1.9% +6.5% +60 bps. -2.5% -50 bps. +5.6% +20 bps. 19
    • Financial Results: Fiscal 2013 Third Quarter Adj. EBITDA Flow Through Rate was Strong For the Third Quarter Adjusted EBITDA Flow Through^ Rate Improving Adjusted EBITDA Flow Through Rate* Pricing Actions U.S. Wholesale Price Increase in 1Q13 Lean Sigma / Continuous Improvement Lower SG&A as a percent of sales Focus on Profitable Products Discontinued unprofitable product lines in France Exit Unprofitable Geographies Romania, Hungary Tuck-In Acquisition Synergies Marshfield, Birchwood, Baillargeon, Algoma, Lemieux, Masisa (*) – 3Q13 Adj. EBITDA excludes $2.0 million of one-time costs associated with the company’s registration and listing. (^) – Adj. EBITDA flow through is the quarterly change from prior year fiscal quarter in Adj. EBITDA divided by the quarterly change from prior year fiscal quarter in net sales. See appendix for reconciliation of Adjusted EBITDA to Net income (loss) attributable to Masonite. Key Business Drivers of Higher Flow Through * 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% Q1'12 Q2'12 Q3'12 Q4'12 Q1'13 Q2'13 Q3'13 20
    • Unrestricted Cash $113.2 ABL Borrowing Base $110.5 AR Purchase Agreement $13.0 Total Available Liquidity $236.7 Liquidity at Sept. 29, 2013 (millions of USD) Financial Policy & Coverage Ratios 4.0 3.9 3.7 3.4 3.4 2.8 2.6 2.6 2.6 2.4 3.2 3.1 3.1 3.3 3.4 1.4 1.6 1.9 2.0 2.2 1.0 2.0 3.0 4.0 5.0 9/30/12 12/30/12 3/31/13 6/30/13 9/29/13 Leverage & Interest Coverage Total Debt/ Adjusted EBITDA Net Debt/ Adjusted EBITDA Adj. EBITDA/Interest (Adj. EBITDA - Capex) / Interest Selected Cash Flow Data Q3 2013 Q3 2012 Cash flow from continuing operations $29.8 $28.7 Additions to property, plant & equipment ($24.9) ($32.9) Cash used in acquisitions ($15.1) ($87.7) Gross Proceeds from issuance of long-term debt $0 $103.5 Payment of financing costs $0 ($2.0) Increase (decrease) in cash and cash equivalents ($9.1) ($5.8) LTM Adj. EBITDA* $111.8 LTM Adj. EBITDA Margin 6.5% Total Debt $378.3 Net Debt $265.1 Financial Results: Fiscal 2013 Third Quarter Liquidity, Credit and Debt Profile (*) - See appendix for reconciliation of Adjusted EBITDA to Net income (loss) attributable to Masonite. 21 Debt Maturity Schedule Target financial leverage range $125 $375 0 50 100 150 200 250 300 350 400 2013 2014 2015 2016 2017 2018 2019 2020 2021
    • 1. Company Overview 2. Strategic Growth Initiatives 3. Financial Results 4. Summary
    •  Industry Consolidation – A Fundamentally Changed Industry • One of two vertically integrated residential door manufacturers in North America • North American non-residential interior wood door market is undergoing consolidation  Pricing Trends Improving • Average unit price increased in Q2 and Q3, following 7 consecutive quarters of price decreases • A second mid-single digit U.S. Wholesale price increase took effect on September 30, 2013 • 2014 pricing plans being actively worked  Market Indicators Remain Positive, but Choppiness Expected • Mortgage rates are low and affordability remains high by historical standards • Rising home prices should lead to higher repair, renovation and remodel spending • Long-term, demographically driven demand characteristics remain strong  Beginning of Multi-Year, Multi-Stage Recovery • U.S. housing starts • U.S. repair, renovation & remodeling • Non-residential construction Summary Executing Against A Balanced Set of Strategies to Maximize Value 23
    • Appendix Non-GAAP Financial Measure
    • 25 Reconciliation of Adjusted EBITDA to Net Income (Loss) Attributable to Masonite: (In thousands) September 29, 2013 September 30, 2012 September 29, 2013 September 30, 2012 Adjusted EBITDA excluding one time registration & listing fees 28,432$ One time registration & listing fees 1,998 Adjusted EBITDA 26,434$ 24,985$ 86,072$ 71,644$ Less (plus): Depreciation 15,505 15,859 47,682 47,486 Amortization of intangible assets 4,277 4,356 12,883 11,070 Share based compensation expense 1,841 1,786 5,752 4,605 Loss (gain) on disposal of property, plant and equipment (2,772) 200 (1,810) 683 Impairment of property, plant and equipment - - 1,904 - Restructuring costs 1,265 3,829 4,467 5,051 Interest expense (income), net 8,330 7,969 24,788 23,073 Other expense (income), net (255) 80 (776) 1,197 Income taxexpense (benefit) (6,272) (141) (7,716) (6,338) Loss (income) fromdiscontinued operations, net of tax 62 50 196 (1,520) Net income (loss) attributable to noncontrolling interest 838 913 2,123 2,131 Net income (loss) attributable to Masonite 3,615$ (9,916)$ (3,421)$ (15,794)$ (In thousands) September 29, 2013 June 30, 2013 March 31, 2013 December 30, 2012 September 30, 2012 Adjusted EBITDA excluding one time registration & listing fees One time registration & listing fees Adjusted EBITDA 111,689$ 110,240$ 103,719$ 97,261$ 93,925$ Less (plus): Depreciation 63,544 63,898 63,933 63,348 62,444 Amortization of intangible assets 16,889 16,968 16,191 15,076 14,070 Share based compensation expense 7,664 7,609 6,792 6,517 5,860 Loss (gain) on disposal of property, plant and equipment 231 3,203 2,750 2,724 1,857 Impairment of property, plant and equipment 3,254 1,350 1,350 1,350 - Restructuring costs 10,847 13,411 12,330 11,431 5,857 Interest expense (income), net 33,169 32,808 33,051 31,454 29,164 Other expense (income), net (1,445) (1,110) 512 528 1,477 Income taxexpense (benefit) (14,743) (8,612) (9,385) (13,365) (11,143) Loss (income) fromdiscontinued operations, net of tax 236 224 206 (1,480) (1,465) Net income (loss) attributable to noncontrolling interest 2,915 2,990 3,070 2,923 2,376 Net income (loss) attributable to Masonite (10,872)$ (22,499)$ (27,081)$ (23,245)$ (16,572)$ Three Months Ended Nine Months Ended Twelve Months Ended
    • 26 Reconciliation of Adjusted EBITDA to Net Income (Loss) Attributable to Masonite & Adjusted EBITDA Flow Through: Adjusted EBITDA Flow Through: (*) – 3Q13 Adjusted EBITDA excludes one time registration & listing fees (In thousands) September 29, 2013 June 30, 2013 March 31, 2013 December 30, 2012 September 30, 2012 July 1, 2012 Adjusted EBITDA excluding one time registration & listing fees 28,432$ One time registration & listing fees 1,998 Adjusted EBITDA 26,434$ 33,461$ 26,177$ 25,617$ 24,985$ 26,940$ Less (plus): Depreciation 15,505 15,651 16,526 15,862 15,859 15,686 Amortization of intangible assets 4,277 4,336 4,270 4,006 4,356 3,559 Share based compensation expense 1,841 2,081 1,830 1,912 1,786 1,264 Loss (gain) on disposal of property, plant and equipment (2,772) 852 110 2,041 200 399 Impairment of property, plant and equipment - 1,904 - 1,350 - - Restructuring costs 1,265 1,762 1,440 6,380 3,829 681 Interest expense (income), net 8,330 8,208 8,250 8,381 7,969 8,451 Other expense (income), net (255) (363) (158) (669) 80 1,259 Income taxexpense (benefit) (6,272) (408) (1,036) (7,027) (141) (1,181) Loss (income) fromdiscontinued operations, net of tax 62 44 90 40 50 26 Net income (loss) attributable to noncontrolling interest 838 605 680 792 913 685 Net income (loss) attributable to Masonite 3,615$ (1,211)$ (5,825)$ (7,451)$ (9,916)$ (3,889)$ April 1, 2012 January 1, 2012 October 2, 2011 July 3, 2011 April 3, 2011 Adjusted EBITDA excluding one time registration & listing fees One time registration & listing fees Adjusted EBITDA 19,719$ 22,281$ 20,682$ 20,455$ 18,576$ Less (plus): Depreciation 15,941 14,958 16,015 15,048 14,763 Amortization of intangible assets 3,155 3,000 2,931 2,383 2,255 Share based compensation expense 1,555 1,255 1,373 1,304 1,956 Loss (gain) on disposal of property, plant and equipment 84 1,174 1,230 1,196 54 Impairment of property, plant and equipment - - - 1,770 746 Restructuring costs 541 806 2,451 413 1,446 Interest expense (income), net 6,653 6,091 6,367 5,467 143 Other expense (income), net (142) 280 914 114 (197) Income taxexpense (benefit) (5,016) (4,805) (7,768) (6,094) (2,893) Loss (income) fromdiscontinued operations, net of tax (1,596) 55 91 27 130 Net income (loss) attributable to noncontrolling interest 533 245 789 335 710 Net income (loss) attributable to Masonite (1,989)$ (778)$ (3,711)$ (1,508)$ (537)$ Three Months Ended Three Months Ended ($ In thousands) September 29, 2013 June 30, 2013 March 31, 2013 December 30, 2012 September 30, 2012 July 1, 2012 April 1, 2012 Change in Adj. EBITDA (year over year)* 3,447 6,521 6,458 3,336 4,303 6,485 1,143 Change in Net sales (year over year) 8,094 20,319 24,409 34,385 48,932 51,957 51,552 Adjusted EBITDA Flow Through 42.6% 32.1% 26.5% 9.7% 8.8% 12.5% 2.2% Three Months Ended