MasterBrand to Acquire Supreme Cabinetry Brands
May 21, 2024
Forward Looking Statements
Certain statements contained in this Presentation, other than purely historical information, including, but not limited to estimates, projections, statements relating to our business plans objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. Statements preceded by, followed by or that otherwise include the word "believes," "expects," "anticipates," "intends," "projects," "estimates," "plans," "may increase," "may fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," "may," and "could," are generally forward- looking in nature and not historical facts. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans and expectations of our management. Although we believe that these statements are based on reasonable assumptions, they are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those indicated in such statements. These factors include those listed under "Risk Factors" in Part I, Item 1A of our Form 10-K for the fiscal year ended December 31, 2023, and other filings with the SEC.
The forward-looking statements included in this document are made as of the date of this Presentation and, except pursuant to any obligations to disclose material information under the federal securities laws, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this Presentation.
Some of the important factors that could cause our actual results to differ materially from those projected in any such forward-looking statements include:
- Our ability to develop and expand our business;
-
Our ability to develop new products or respond to changing consumer preferences and purchasing practices; o Our anticipated financial resources and capital spending;
o Our ability to manage costs;
o Our ability to effectively manage manufacturing operations, and capacity or an inability to maintain the quality of our products;
o The impact of our dependence on third parties to source raw materials and our ability to obtain raw materials in a timely manner or fluctuations in raw material costs; o Our ability to accurately price our products;
o Our projections of future performance, including future revenues, capital expenditures, gross margins, and cash flows; o The effects of competition and consolidation of competitors in our industry;
o Costs of complying with evolving tax and other regulatory requirements and the effect of actual or alleged violations of tax, environmental or other laws; o The effect of climate change and unpredictable seasonal and weather factors;
o Conditions in the housing market in the United States and Canada;
o The expected strength of our existing customers and consumers and any loss or reduction in business from one or more of our key customers or increased buying power of large customers; o Information systems interruptions or intrusions or the unauthorized release of confidential information concerning customers, employees, or other third parties;
o Worldwide economic, geopolitical and business conditions and risks associated with doing business on a global basis; o The effects of a public health crisis or other unexpected event;
o Changes in the anticipated timing for closing the potential transaction;
o Delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the transaction; o The outcome of any legal proceedings that may be instituted against the Company or Supreme Cabinetry Brands following the announcement of the transaction;
o The inability to complete the transaction;
o The inability to recognize the anticipated benefits of the transaction, including synergies, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees;
o Business disruption during the pendency of or following the potential transaction; o Diversion of management time on transaction-related issues;
o The reaction of customers and other persons to the potential transaction; and
o Other statements contained in this Presentation regarding items that are not historical facts or that involve predictions.
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The MasterBrand Story
O U R P U R P O S E | O U R V I S I O N | O U R C U L T U R E |
Building great experiences together | Build on our rich history by innovating | Make the team better |
how we work and what we offer to | Be bold | |
delight our customers | Champion improvement |
How?
Tools that enable us to:
PRE-SPIN-OFF
TODAY
Industry Leader | Product & Brand Portfolio | Operational Excellence |
Largest distribution network | Unmatched by peers |
D E L I V E R E D T H R O U G H T H E M A S T E R B R A N D W A Y
Align to Grow | Lead through Lean | Tech Enabled |
Deliver on the unique needs | Engage teams and foster problem-solving | Drive profitable growth and transform the way |
of each customer | we work through digital, data, and analytics |
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Unique Opportunity to Accelerate MasterBrand's Long-Term Financial Priorities
S T A T E D L O N G - T E R M G O A L S
P R I O R I T I E S |
Net Sales |
MasterBrand: |
4-6% CAGR |
Market: |
3-5% CAGR |
Operating |
Margin |
MasterBrand: |
14-16% |
Adj. EBITDA1 | 1 | ||
Margin | |||
Re-invest in | |||
MasterBrand: | |||
16-18% | Business | ||
P R O G R E S S T O D A T E |
2 |
Maintain |
Healthy |
Balance Sheet |
3 |
Strategic M&A |
and Return |
Capital to |
Shareholders |
1 | ~ $ 6 5 M I L L I O N I N V E S T E D I N B U S I N E S S I N 2 0 2 3 |
2 | N E T D E B T T O A D J U S T E D E B I T D A 1 D O W N T O 1 . 5 X , F R O M 2 . 4 X 2 A T S P I N - O F F |
3 | O P E N M A R K E T S H A R E R E P U R C H A S E P R O G R A M I N - P L A C E |
1 Adjusted EBITDA , Adjusted EBITDA margin and Net debt to adjusted EBITDA are non-GAAP metrics. Please see appendix for definitions and corresponding reconciliations to historical GAAP measures. | 4 |
2 Net debt to adjusted EBITDA does not include the previously disclosed adjustment to adjusted EBITDA for net cost savings as a standalone company. | |
Strategic Acquisition with Exceptionally Compelling Benefits
1 Enhances MasterBrand's Portfolio with Complementary Products in Resilient and Attractive Categories
- Extends Diversity of Channel Distribution to Reach More Consumers
- Combines Best-in-Class Competencies to Win Today and Tomorrow, Enriching Consumer Value, Product Access, and Service
- Drives Augmented Financial Profile and Value Creation via Highly Achievable Cost Synergies
- Reinforces Opportunity for Capital Flexibility Through Strong Balance Sheet and Cash Flow
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Overview of Supreme Cabinetry Brands
-
Founded in 1954 and headquartered in Howard Lake, MN, Supreme Cabinetry
Brands, Inc. ("Supreme") is a highly-regarded manufacturer of premier cabinet brands - Manufacturing campuses in Iowa, Minnesota and North Carolina
- Full product suite of kitchen cabinetry and bathroom vanities, in both framed and frameless lines
- Robust portfolio of on-trend products and commitment to new product innovation
- Selling primarily through an exceptional dealer network, with long-term relationships built on quality and trusted service
- Proven ability to win and grow in dealer channel
- Leading brands inand
UNIQUE OPPORTUNITY TO STRENGTHEN MASTERBRAND'S PREMIER PRODUCT PORTFOLIO
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Transaction Overview
Acquisition unlocks meaningful value creation and strongly aligns with MasterBrand's growth priorities
Terms and
Financial
Impact
- MasterBrand, Inc., through its subsidiary MasterBrand Cabinets, LLC, to acquire 100% of Dura Investment Holdings, the owner of Supreme, for $520 million in cash
- Pre-synergies,purchase price represents a multiple of approximately 8.9x Supreme's adjusted EBITDA1 for the twelve months ending March 31, 2024, inclusive of $25 million net present value of cash tax attributes being acquired in the transaction
- Including anticipated annual run-rate cost synergies of $28 million2, the purchase price multiple of adjusted EBITDA1 is approximately 5.9x
- Annual run-rate cost synergies of $28 million2 expected by the end of year three
- Anticipated commercial synergies across complementary channels and product lines not included in this figure
- The acquisition is expected to be accretive to adjusted diluted EPS1 within the first full year after closing
Transaction Process
Financing
- Anticipated closing during the third quarter of 2024, subject to customary closing conditions, including antitrust clearance in the United States
- The acquisition is expected to be funded through cash on hand and existing credit facilities
- MasterBrand has also arranged an incremental debt commitment of $250 million to ensure ample liquidity to support its ongoing capital allocation priorities
- Pro forma net debt to adjusted EBITDA1 will be approximately 2.4 - 2.6x as of the expected closing date of the transaction, with anticipated return to target range of <2.0x within two years after close
1 Adjusted EBITDA, Adjusted diluted EPS and Net debt to adjusted EBITDA are non-GAAP metrics. Please see appendix for definitions. | 7 |
2 Excludes the impact of cash tax attributes acquired, incremental capital expenditures and transaction related costs, including restructuring charges and purchase accounting adjustments. | |
1 Enhances MasterBrand's Portfolio and Delivery
of Consumer Value and Choice
Supreme Cabinetry
Brands additions
MasterBrand offers the most diverse product portfolio,
Providing an expanded suite of products to MasterBrand and Supreme's channel partners and end customers
covering the price spectrum
MasterBrand | Pro forma | |
portfolio1 | MasterBrand | |
portfolio | ||
12% | 19% | |
33% | 55% | 51% |
30% |
Stock / | Semi-custom | Custom / | ||
In-stock | Premium | |||
Price | Kitchen | |||
point | <$350 | >$750 | ||
(per cabinet) | ||||
Stock / | Semi- | Custom / | ||
In-Stock | Custom | Premium | ||
Bath
Vanities
Home
Center
Dealer
Bath
Expanded category offering will enhance resiliency, driven by Supreme dealer channel and position in premium category
INCREASES EXPOSURE TO ATTRACTIVE AND RESILIENT PREMIUM KITCHEN AND BATH CATEGORIES
1 MasterBrand estimates as of February 27, 2024.
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2 Extends Diversity of Channel Distribution to Reach More Consumers
MasterBrand serves its customers through a strategic mix of channels
MasterBrand | Pro forma MasterBrand |
channel mix1 | channel mix |
11% | 10% | ||
36% | 53% | 33% | 57% |
Dealer | Retail | Builder |
Acquisition enhances diversity and scale across channels, allowing end customers greater access and flexibility to where and how they purchase
Access to Supreme Cabinetry Brands' rep agency
network and growing dealer channel, benefitting from highly complementary MasterBrand dealer platform
Dealer
Strategically diversifies retail channel presence with premium Bath offerings, driving opportunity for enhanced topline resiliency
Retail
1 MasterBrand public filings.
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Combines Best-in-Class Competencies to Win
3 Today and Tomorrow, Enriching Consumer Value, Product Access, and Service
Our strategy to drive accelerated growth today… | …becomes amplified with Supreme |
Industry leader with
largest distribution network
Unmatched product
and brand portfolio
Operational excellence
Align-to-Grow to deliver on the unique needs of each customer
Lead through Lean to engage teams and foster problem-solving
Tech-enabledthrough
digital, data and analytics
THE MASTERBRAND WAY | SUPREME CABINETRY BRANDS |
+ + | + + + |
Diverse leadership team with track record of growth
Dealer / designer focused with customer service driving a 60+ year legacy of excellence
Focus on innovation and on-trendproducts
Long history of investing in advanced automation technologies to drive efficiencies
INTENSE FOCUS ON SERVICE IN THE VALUE CHAIN
INTENSE FOCUS ON SERVICE IN THE VALUE CHAIN
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Disclaimer
MasterBrand Inc. published this content on 21 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 May 2024 13:18:08 UTC.