Substantially increases scale and growth
opportunities by combining complementary door and window solutions
to meet homeowner needs at every opening in the home
Enhances product, geographic and end-market mix
with meaningful opportunities in both renovation/repair/remodel and
new home construction with diverse distribution channels to better
serve an expanded customer base
Positions Company for sustainable long-term
value creation with a strengthened growth and financial profile,
supplemented by an estimated $100 million in annual synergies;
transaction expected to be accretive to Masonite’s earnings in
first full year post close
Masonite and PGT Innovations to host a
conference call today at 8:00 AM Eastern Time
Masonite International Corporation (“Masonite” or the “Company”)
(NYSE: DOOR), a leading global designer, manufacturer, marketer and
distributor of interior and exterior doors and premium door
systems, and PGT Innovations, Inc. (“PGT Innovations”) (NYSE:
PGTI), a designer and manufacturer of patio door and premium window
solutions, and recognized leader in technically advanced products
for impact rated glass applications, today announced a definitive
agreement under which Masonite will acquire PGT Innovations for a
combination of cash and Masonite shares with a total transaction
value of $3.0 billion.
Under the terms of the agreement, PGT Innovations shareholders
will receive $41.00 per each PGT Innovations share they own,
comprised of $33.50 in cash and $7.50 in common shares of Masonite.
The per share consideration represents a premium of approximately
24% to PGT Innovations’ 30-day volume weighted average share price.
Upon completion of the transaction, Masonite shareholders will own
approximately 84% of the combined company, with PGT Innovations
shareholders owning approximately 16%.
The addition of PGT Innovations provides Masonite with
complementary product offerings in adjacent categories, attractive
geographies, expanded routes to market and cross-selling
opportunities, enhanced engineering and manufacturing capabilities,
as well as a significantly stronger growth and financial profile.
The acquisition is expected to deliver meaningful earnings per
share (EPS) accretion and significant synergies with minimal
investment required to integrate the two businesses.
“The acquisition of PGT Innovations accelerates our strategy and
is an exciting and transformational step in the nearly 100-year
history of Masonite,” said Howard Heckes, President and Chief
Executive Officer of Masonite. “The combined business will be well
positioned to provide homeowners with differentiated solutions
across both the interior and exterior openings of the home, while
significantly expanding our geographic presence and growth
opportunities. The PGT Innovations team shares our commitment to
innovation and delivering premium products and is tightly aligned
to the three strategic pillars that guide Masonite: delivering
reliable supply, driving product leadership and winning the sale. I
look forward to welcoming the talented PGT Innovations employees to
Masonite and unlocking the many opportunities this combination
presents to deliver compelling long-term value to our customers,
employees, partners and shareholders.”
“Today’s announcement is a significant milestone for PGT
Innovations, and a testament to the talent and dedication of our
team members around the country,” said Jeffrey T. Jackson,
President and Chief Executive Officer, PGT Innovations. “This
transaction will provide significant near-term value to PGT
Innovations’ shareholders, while also enabling them to participate
in the long-term upside opportunity of the combined company. Over
the past few years, PGT Innovations has successfully advanced our
strategic priorities: expanding our brands, supporting trends
shaping the industry, scaling our business and investing in
profitable growth. We have a strong foundation, including our
indoor-outdoor portfolio, from which to contribute to Masonite, and
look forward to continuing to deliver operational excellence and
product innovation for customers as part of the Masonite team.”
Compelling Strategic and Financial Benefits to Drive
Shareholder Value
- Creates a premier door and window company with substantial
depth and breadth: Masonite and PGT Innovations have extensive
product expertise across all of the major openings in the home
including interior doors, exterior doors, hinged and sliding patio
doors, non-impact and impact-resistant windows and garage doors.
Bringing together the companies’ highly complementary products
provides significant growth and cross-selling opportunities with
whole-home solutions and strengthens Masonite’s customer value
proposition in serving the growing indoor/outdoor living
trend.
- Transforms Masonite’s scale and capabilities: On a pro forma
basis for the last twelve months ended October 1, 2023, the
combined company had a financial profile with over $4 billion in
revenue, approximately $700 million of adjusted EBITDA*, and over
$400 million of free cash flow*, without giving effect to expected
synergies. Masonite’s expanded capabilities as a result of the
transaction are anticipated to drive significant operating
efficiencies and, in combination with its enhanced product and
innovative offerings, deliver industry-leading growth and
returns.
- Significantly accelerates growth profile: By adding attractive
and high-growth complementary products and sales channels with
meaningful cross-selling potential, the combination will provide an
enhanced growth profile for Masonite to expand its customer base as
it explores new routes to market for the combined product
portfolio. The combined company will have a highly attractive
geographic footprint across many high-growth metropolitan areas,
including in Texas and Florida. Acquiring PGT Innovations – with
its decade long track record of double-digit annual revenue growth
– will expand Masonite’s total addressable market and increase its
expected future revenue growth by approximately 200 bps.
- Unlocks opportunity for significant synergies: Masonite expects
to realize approximately $100 million in annual synergies phased in
over the next several years following the close of the transaction.
These synergies represent a combination of cost-savings
opportunities such as efficiencies in corporate overhead and public
company costs, raw material and sourcing opportunities, and
manufacturing network cost optimization, as well as incremental
sales growth opportunities such as cross-selling complementary
product offerings to an expanded customer base.
- Strong earnings accretion and combined cash flows: The
anticipated combination of accelerated growth, significant
synergies and rapid de-leveraging following completion of the
transaction is expected to drive meaningful future earnings growth
for Masonite. The transaction is expected to be accretive to
Masonite’s EPS in the first full year of ownership and accelerate
thereafter with the realization of synergies. Masonite intends to
utilize the strength of the combined company’s cash flows and
enhanced margin profile to reduce its leverage to below 3.0x in
approximately two years post-close.
Leadership and Governance
Howard Heckes will continue to serve as CEO of Masonite.
At the closing, Jeff Jackson, PGT Innovations CEO, and one
additional PGT Innovations director will join the Masonite Board of
Directors.
Terms, Financing and Approvals
The Boards of Directors of both Masonite and PGT Innovations
have each unanimously approved the transaction. The transaction is
currently anticipated to close in the middle of 2024 subject to
approval by the PGT Innovations shareholders, as well as the
receipt of required regulatory approvals, and satisfaction of other
customary closing conditions.
Masonite intends to fund the cash portion of the merger
consideration with a combination of cash on hand, borrowings under
existing credit facilities and the proceeds from new debt and/or
equity financing. Masonite has received $1.8 billion in senior
secured term loan commitments and $980 million in bridge loan
commitments from Jefferies Finance LLC and Sumitomo Mitsui Banking
Corporation in connection with the transaction. At closing,
Masonite estimates that its pro forma net leverage will be
approximately 4.1x. Masonite intends to reduce its leverage to
below 3.0x in approximately two years post-close.
Advisors
Jefferies LLC is serving as exclusive financial advisor to
Masonite. Wachtell, Lipton, Rosen & Katz is serving as legal
counsel and Simpson Thacher & Bartlett LLP is serving as
financing counsel to Masonite. Evercore LLC is serving as exclusive
financial advisor to PGT Innovations, and Davis Polk & Wardwell
LLP is serving as its legal counsel.
Conference Call and Webcast
Masonite and PGT Innovations leadership will host a conference
call and online webcast today, December 18, 2023, at 8:00am ET to
discuss the transaction. The conference call can be accessed by
dialing toll-free 877-407-8289 or 201-689-8341 for international
callers. A live webcast of the conference call will be available on
the investor relations section of each company’s website at
Masonite at
https://investor.masonite.com/Investors/Overview/default.aspx and
at PGT Innovations at
https://ir.pgtinnovations.com/events-and-presentations.
A replay of the call will be available through January 1, 2024.
To access the replay, please dial 877-660-6853 (in the U.S.) or
201-612-7415 (outside the U.S.) and enter Conference ID #13743290.
A replay of the webcast can also be accessed via each company’s IR
website.
ABOUT MASONITE
Masonite International Corporation is a leading global designer,
manufacturer, marketer and distributor of interior and exterior
doors, door system components and door systems for the new
construction and repair, renovation and remodeling sectors of the
residential and non-residential building construction markets.
Since 1925, Masonite has provided its customers with innovative
products and superior service at compelling values. Masonite
currently serves approximately 7,000 customers globally. Additional
information about Masonite can be found at www.masonite.com.
ABOUT PGT INNOVATIONS
PGT Innovations manufactures and supplies premium windows,
doors, and garage doors. Its highly engineered and technically
advanced products can withstand some of the toughest weather
conditions on Earth and are revolutionizing the way people live by
unifying indoor and outdoor living spaces. PGT Innovations creates
value through deep customer relationships, understanding the
unstated needs of the markets it serves, and a drive to develop
category-defining products. Through its brands, PGT Innovations is
also the nation’s largest manufacturer of impact-resistant windows
and doors and holds the leadership position in its primary market.
The PGT Innovations family of brands include CGI®, PGT® Custom
Windows and Doors, WinDoor®, Western Window Systems, Anlin Windows
& Doors, Eze-Breeze®, Eco Window Systems, NewSouth Window
Solutions, and Martin Door. The company’s brands, in their
respective markets, are a preferred choice of architects, builders,
and homeowners throughout North America and the Caribbean. Their
high-quality products are available in custom and standard sizes
with massive dimensions that allow for unlimited design
possibilities in residential, multi-family, and commercial
projects. For additional information, visit
http://www.pgtinnovations.com
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains certain statements that are
“forward-looking” statements within the meaning of Section 27A of
the 1933 Act and Section 21E of the Securities Exchange Act of
1934. You can identify these statements and other forward-looking
statements in this document by words such as “may,” “will,”
“should,” “can,” “could,” “anticipate,” “estimate,” “expect,”
“predict,” “project,” “future,” “potential,” “intend,” “plan,”
“assume,” “believe,” “forecast,” “look,” “build,” “focus,”
“create,” “work,” “continue,” “target,” “poised,” “advance,”
“drive,” “aim,” “forecast,” “approach,” “seek,” “schedule,”
“position,” “pursue,” “progress,” “budget,” “outlook,” “trend,”
“guidance,” “commit,” “on track,” “objective,” “goal,” “strategy,”
“opportunity,” “ambitions,” “aspire” and similar expressions, and
variations or negative of such terms or other variations thereof.
Words and terms of similar substance used in connection with any
discussion of future plans, actions, or events identify
forward-looking statements.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such statements regarding the
transactions contemplated by the Agreement and Plan of Merger (the
“Merger Agreement”) among Masonite
International Corporation (“Masonite”
or “our” or “we”), PGT Innovations, Inc. (“PGTI”) and Peach Acquisition, Inc. (the
“Transaction”), including the expected
time period to consummate the Transaction, the anticipated benefits
(including synergies) of the Transaction and integration and
transition plans, opportunities, anticipated future performance,
expected share buyback programs and expected dividends. All such
forward-looking statements are based upon current plans, estimates,
expectations and ambitions that are subject to risks, uncertainties
and assumptions, many of which are beyond the control of Masonite
and PGTI, that could cause actual results to differ materially from
those expressed in such forward-looking statements. Key factors
that could cause actual results to differ materially include, but
are not limited to, the expected timing and likelihood of
completion of the Transaction, including the timing, receipt and
terms and conditions of any required governmental and regulatory
approvals of the Transaction; the ability to successfully integrate
the businesses of the companies, including the risk that problems
may arise in successfully integrating the such businesses, which
may result in the combined company not operating as effectively and
efficiently as expected; the occurrence of any event, change or
other circumstances that could give rise to the termination of the
definitive agreement; the possibility that PGTI’s stockholders may
not approve the Transaction; the risk that the anticipated tax
treatment of the Transaction is not obtained; the risk that the
parties may not be able to satisfy the conditions to the
Transaction in a timely manner or at all; risks related to
disruption of management time from ongoing business operations due
to the Transaction; the risk that any announcements relating to the
Transaction could have adverse effects on the market price of
Masonite’s or PGTI’s common shares; the risk that the Transaction
and its announcement could have an adverse effect on the parties’
business relationships and business generally, including the
ability of Masonite and PGTI to retain customers and retain and
hire key personnel and maintain relationships with their suppliers
and customers, and on their operating results and businesses
generally; the risk of unforeseen or unknown liabilities; customer,
shareholder, regulatory and other stakeholder approvals and
support; the risk of unexpected future capital expenditures; the
risk of potential litigation relating to the Transaction that could
be instituted against Masonite and/or PGTI or their respective
directors and/or officers; the risk that the combined company may
be unable to achieve cost-cutting or revenues synergies or it may
take longer than expected to achieve those synergies; the risk that
the combined company may not buy back shares; the risk associated
with third party contracts containing material consent,
anti-assignment, transfer or other provisions that may be related
to the Transaction which are not waived or otherwise satisfactorily
resolved; the risk of receipt of required Masonite Board of
Directors’ authorizations to implement capital allocation
strategies; the risk of rating agency actions and Masonite’s and
PGTI’s ability to access short- and long-term debt markets on a
timely and affordable basis; the risk of various events that could
disrupt operations, including severe weather, such as droughts,
floods, avalanches and earthquakes, cybersecurity attacks, security
threats and governmental response to them, and technological
changes; the risks of labor disputes, changes in labor costs and
labor difficulties; and the risks resulting from other effects of
industry, market, economic, legal or legislative, political or
regulatory conditions outside of Masonite’s or PGTI’s control. All
such factors are difficult to predict and are beyond our control,
including those detailed in Masonite’s annual reports on Form 10-K,
quarterly reports on Form 10-Q and Current Reports on Form 8-K that
are available on Masonite’s website at https://www.masonite.com and
on the SEC website at http://www.sec.gov, and those detailed in
PGTI’s annual reports on Form 10-K, quarterly reports on Form 10-Q
and Current Reports on Form 8-K that are available on PGTI’s
website at https://pgtinnovations.com and on the SEC website at
http://www.sec.gov. PGTI’s forward-looking statements are based on
assumptions that PGTI’s believes to be reasonable but that may not
prove to be accurate. Other unpredictable or factors not discussed
in this communication could also have material adverse effects on
forward-looking statements. Neither Masonite nor PGTI assumes an
obligation to update any forward-looking statements, except as
required by applicable law. These forward-looking statements speak
only as of the date hereof.
Additional Information and Where to Find It
In connection with the Transaction, Masonite will file with the
SEC a registration statement on Form S-4 to register the common
shares of Masonite to be issued in connection with the Transaction.
The registration statement will include a proxy statement of PGTI
that also constitutes a prospectus of Masonite. The definitive
proxy statement/prospectus will be sent to the stockholders of PGTI
seeking their approval of the Transaction and other related
matters.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT ON FORM S-4 AND THE PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON
FORM S-4 WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR
INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT/PROSPECTUS,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING MASONITE,
PGTI, THE TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of these
documents, including the proxy statement/prospectus, and other
documents filed with the SEC by Masonite or PGTI through the
website maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Masonite will be made available
free of charge by accessing Masonite’s website at
https://www.masonite.com or by contacting Masonite’s Investor
Relations Department by phone at (813) 877-2726. Copies of
documents filed with the SEC by PGTI will be made available free of
charge by accessing PGTI’s website at https://pgtinnovations.com or
by contacting PGTI by submitting a message at
https://ir.pgtinnovations.com/investor-contact or by mail at 1070
Technology Drive, North Venice, FL 34275.
Participants in the Solicitation
Masonite, PGTI, and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the stockholders of PGTI in connection with the
Transaction under the rules of the SEC. Information about the
interests of the directors and executive officers of Masonite and
PGTI and other persons who may be deemed to be participants in the
solicitation of stockholders of PGTI in connection with the
Transaction and a description of their direct and indirect
interests, by security holdings or otherwise, will be included in
the proxy statement/prospectus related to the Transaction, which
will be filed with the SEC. Additional information about Masonite,
the directors and executive officers of Masonite and their
ownership of Masonite common shares is also set forth in the
definitive proxy statement for Masonite’s 2023 Annual Meeting of
Shareholders, as filed with the SEC on Schedule 14A on March 29,
2023 (and which is available at
https://www.sec.gov/Archives/edgar/data/893691/000119312523083032/d326829ddef14a.htm),
and other documents subsequently filed by Masonite with the SEC.
Information about the directors and executive officers of Masonite,
their beneficial ownership of common shares of Masonite, and
Masonite’s transactions with related parties is set forth in the
sections entitled “Directors, Executive Officers and Corporate
Governance” and “Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters” included in
Masonite’s annual report on Form 10-K for the fiscal year ended
December 31, 2022, which was filed with the SEC on February 28,
2023 (and which is available at
https://www.sec.gov/Archives/edgar/data/893691/000089369123000013/door-20230101.htm),
in Masonite’s Current Report on Form 8-K filed with the SEC on May
12, 2023 (and which is available at
https://www.sec.gov//Archives/edgar/data/893691/000089369123000037/door-20230511.htm),
and in the sections entitled “Proposal 1: Election of Directors,”
“Security Ownership of Certain Beneficial Owners and Management,”
and “Certain Relationships and Related Party Transactions” included
in Masonite’s definitive proxy statement for Masonite’s 2023 Annual
Meeting of Shareholders, as filed with the SEC on Schedule 14A on
March 29, 2023 and which is available at
https://www.sec.gov/Archives/edgar/data/893691/000119312523083032/d326829ddef14a.htm).
Information about the directors and executive officers of PGTI
and their ownership of PGTI common stock is also set forth in
PGTI’s definitive proxy statement in connection with its 2023
Annual Meeting of Stockholders, as filed with the SEC on April 10,
2023 (and which is available at
https://www.sec.gov/Archives/edgar/data/1354327/000119312523126009/d442491ddef14a.htm),
PGTI’s Current Report on Form 8-K filed with the SEC on July 3,
2023 (and which is available at
https://www.sec.gov/Archives/edgar/data/1354327/000095010323009816/dp196528_8k.htm),
and PGTI’s Current Report on Form 8-K filed with the SEC on
November 6, 2023 (and is available at
https://www.sec.gov/Archives/edgar/data/1354327/000095010323016034/dp202537_8k.htm).
Information about the directors and executive officers of PGTI,
their ownership of PGTI common stock, and PGTI’s transactions with
related persons is set forth in the sections entitled “Directors,
Executive Officers and Corporate Governance,” “Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder
Matters,” and “Certain Relationships and Related Transactions, and
Director Independence” included in PGTI’s annual report on Form
10-K for the fiscal year ended December 31, 2022, which was filed
with the SEC on February 27, 2023 (and which is available at
https://www.sec.gov/Archives/edgar/data/1354327/000095017023004543/pgti-20221231.htm),
and in the sections entitled “Board Highlights” and “Security
Ownership of Certain Beneficial Owners and Management” included in
PGTI’s definitive proxy statement in connection with its 2023
Annual Meeting of Stockholders, as filed with the SEC on April 28,
2023 (and which is available at
https://www.sec.gov/Archives/edgar/data/1354327/000119312523126009/d442491ddef14a.htm).
Additional information regarding the interests of such participants
in the solicitation of proxies in respect of the Transaction will
be included in the registration statement and proxy
statement/prospectus and other relevant materials to be filed with
the SEC when they become available These documents can be obtained
free of charge from the SEC’s website at www.sec.gov.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or the solicitation
of any vote of approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the 1933 Act.
Non-GAAP Measures
To supplement the financial measures prepared in accordance with
generally accepted accounting principles in the United States
(“GAAP”), this communication includes the following non-GAAP
financial measures in this communication: Adjusted EBITDA, Adjusted
EBITDA Margin and free cash flow. These non-GAAP financial measures
are based on internal forecasts and represent management’s best
judgment. The reconciliation of these non-GAAP measures to the most
directly comparable financial measure calculated and presented in
accordance with GAAP can be found at pages 16 and 17 of the
Investor Presentation, dated December 18, 2023, that is available
free of charge by accessing Masonite’s website at www.masonite.com.
Because these non-GAAP measures exclude certain items as described
herein, they may not be indicative of the results that Masonite
expects to recognize for future periods. As a result, these
non-GAAP measures should be considered in addition to, and not a
substitute for, the financial information prepared in accordance
with GAAP.
Masonite’s 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.
Additionally, Adjusted EBITDA is not intended to be a measure of
free cash flow for our management’s discretionary use, as it does
not include certain cash requirements such as interest payments,
tax payments and debt service requirements. Adjusted EBITDA is
defined as net income 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;
restructuring costs; 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 2028 and 2030 Notes and the credit agreements
governing the ABL Facility and Term Loan Facility. 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. Adjusted EBITDA is used
to evaluate and compare the performance of the segments and it is
one of the primary measures used to determine employee incentive
compensation. Intersegment sales are recorded using market prices.
We believe that Adjusted EBITDA, from an operations standpoint,
provides an appropriate way to measure and assess segment
performance. Our management team has established the practice of
reviewing the performance of each segment based on the measures of
net sales and Adjusted EBITDA. We believe that Adjusted EBITDA is
useful to users of the consolidated financial statements because it
provides the same information that we use internally to evaluate
and compare the performance of the segments and it is one of the
primary measures used to determine employee incentive
compensation.
Masonite’s Adjusted EBITDA margin is defined as Adjusted EBITDA
divided by net sales. Masonite’s management believes this measure
provides supplemental information on how successfully we operate
our business.
Masonite’s free cash flow is a non-GAAP liquidity measure used
by investors, financial analysts and management to help evaluate
Masonite’s ability to generate cash to pursue opportunities that
enhance shareholder value. Free cash flow is not a measure of
residual cash flow available for discretionary expenditures due to
our mandatory debt service requirements. As a conversion ratio,
free cash flow is compared to adjusted net income (loss)
attributable to Masonite. Free cash flow and free cash flow
conversion are used internally by Masonite for various purposes,
including reporting results of operations to the Board of Directors
of Masonite and analysis of performance. Masonite’s management
believes that these measures provide a useful representation of our
operational performance and liquidity; however, the measures should
not be considered in isolation or as a substitute for net cash flow
provided by operating activities or net income attributable to
Masonite as prepared in accordance with GAAP.
PGTI’s Adjusted EBITDA is not necessarily comparable to
calculations performed by other companies and reported as similarly
titled measures. These non-GAAP measures should be considered in
addition to results prepared in accordance with GAAP but should not
be considered a substitute for or superior to GAAP measures. PGTI
is not able to provide a reconciliation of projected Adjusted
EBITDA to the most directly comparable expected GAAP results due to
the unknown effect, timing and potential significance of the
effects of legal matters, tax considerations, and income and
expense from changes in fair value of contingent consideration from
acquisitions. Expenses associated with legal matters, tax
consequences, and income and expense from changes in fair value of
contingent consideration from acquisitions have in the past, and
may in the future, significantly affect GAAP results in a
particular period.
PGTI’s Adjusted EBITDA consists of net income, adjusted for the
items included in the accompanying reconciliation. PGTI’s
management believes that Adjusted EBITDA provides useful
information to investors and analysts about PGTI’s performance
because they eliminate the effects of period-to-period changes in
taxes, costs associated with capital investments and interest
expense. Adjusted EBITDA does not give effect to the cash PGTI must
use to service its debt or pay its income taxes and thus does not
reflect the actual funds generated from operations or available for
capital investments.
PGTI’s Adjusted EBITDA margin is defined as Adjusted EBITDA
divided by net sales.
PGTI’s free cash flow consists of cash from operations, less
purchases of property, plant and equipment as presented on
condensed consolidated statement of cash flow.
* See "Non-GAAP Financial Measures and Related Information" for
definition and reconciliation of non-GAAP measures.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231218156228/en/
Masonite Contacts:
Richard Leland VP, FINANCE AND TREASURER rleland@masonite.com
813.739.1808
Marcus Devlin DIRECTOR, INVESTOR RELATIONS mdevlin@masonite.com
813.371.5839
Michael Freitag / Jamie Moser / Sophie Throsby Joele Frank,
Wilkinson Brimmer Katcher 212-355-4449
PGT Innovations Contacts:
Investor Relations: Craig Henderson CHIEF FINANCIAL
OFFICER CHenderson@PGTInnovations.com 941.480.1600
Media Relations: Robin Weinberg/Emily Claffey/Kate Gorgi
FGS Global PGTI@fgsglobal.com 212.687.8080
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