MasterBrand Q2 2025 Financial Results
In a separate release issued today, which can be found on the “Investors” section of the MasterBrand website, MasterBrand reported its second quarter 2025 financial results.
American Woodmark Q1 Fiscal 2026 Select Preliminary Financial Results
In connection with today’s announcement, American Woodmark is providing select preliminary first quarter fiscal 2026 financial results. For the quarter ended July 31, 2025, American Woodmark currently expects net sales to be in the range of $400 million to $406 million, net income to be in the range of $12.5 to $14.5 million and adjusted EBITDA (6) to be in the range of $41.75 to $43.75 million.
These preliminary results are estimates based on information available to management of American Woodmark as of the date of this release and are subject to change upon completion of American Woodmark’s standard closing procedures and review by its independent registered public accounting firm. As a result, there can be no assurance that American Woodmark’s final results will not differ from these preliminary estimates. See “Forward-Looking Statements” below for information on certain factors that could cause actual results to differ from these preliminary estimates.
American Woodmark plans to issue its full first quarter fiscal 2026 results and related financial information on August 26, 2025.
Conference Call Details
MasterBrand and American Woodmark will hold a joint live conference call and webcast at 8:00 a.m. ET today, August 6, 2025, to discuss MasterBrand’s financial results and business outlook and merger agreement with American Woodmark. This call will take place in lieu of MasterBrand’s second quarter earnings call, which had been previously scheduled for today at 4:30 p.m. ET. As a result of today’s announcement, American Woodmark will not hold its fiscal first quarter 2026 earnings call. Telephone access to the live call will be available at (888) 428-7458 (U.S.) or by dialing (862) 298-0702 (international). The live audio webcast can be accessed on the “Investors” section of the MasterBrand website.
A telephone replay will be available approximately one hour following completion of the call through August 20, 2025. To access the replay, please dial 877-660-6853 (U.S.) or 201-612-7415 (international). The replay passcode is 13755233. An archived webcast of the conference call will also be available on the "Investors" page of the Company's website.
Advisors
Rothschild & Co is acting as MasterBrand’s financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP is acting as MasterBrand’s legal counsel on the transaction. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor, and C Street Advisory Group is serving as investor relations advisor.
Jefferies LLC is acting as American Woodmark’s financial advisor, and McGuireWoods LLP is acting as American Woodmark’s legal counsel on the transaction. Collected Strategies is serving as strategic communications advisor to American Woodmark.
About MasterBrand
MasterBrand, Inc. (NYSE: MBC) is the largest manufacturer of residential cabinets in North America and offers a comprehensive portfolio of leading residential cabinetry products for the kitchen, bathroom and other parts of the home. MasterBrand products are available in a wide variety of designs, finishes and styles and span the most attractive categories of the cabinets market: stock, semi-custom and premium cabinetry. These products are delivered through an industry-leading distribution network of over 7,700 dealers, major retailers and builders. MasterBrand employs over 13,000 associates across more than 20 manufacturing facilities and offices. Additional information can be found at www.MasterBrand.com.
About American Woodmark
American Woodmark celebrates the creativity in all of us. With over 7,800 employees and more than a dozen brands, American Woodmark is one of the nation’s largest cabinet manufacturers. From inspiration to installation, American Woodmark helps people find their unique style and turn their home into a space for self-expression. By partnering with major home centers, builders, and independent dealers and distributors, American Woodmark sparks the imagination of homeowners and designers and brings their vision to life. Across American Woodmark’s service and distribution centers, corporate office, and manufacturing facilities, you’ll always find the same commitment to customer satisfaction, integrity, teamwork, and excellence. Visit americanwoodmark.com to learn more and start building something distinctly your own.
Forward-Looking Statements
Certain statements contained in this press release, other than purely historical information, including, but not limited to, statements as to the likelihood and anticipated timing of the closing of the proposed transaction, expected cost synergies and other expected benefits, effects or outcomes relating to the proposed transaction, including financial estimates and projections, MasterBrand’s business plans, objectives and expected operating results, American Woodmark’s preliminary net sales, net income and adjusted EBITDA results for the quarterly period ended July 31, 2025, and the assumptions upon which those statements are based, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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, an expectation or belief is expressed as to future results or events, such expectation or belief is based on the current plans and expectations of the management of MasterBrand or American Woodmark, as applicable. Although MasterBrand and American Woodmark, as applicable, 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 or implied in such statements. These factors include a failure by either party or both parties to satisfy one or more of the closing conditions set forth in the merger agreement, including a failure to obtain any required regulatory or governmental approvals or a failure to obtain the required approvals of either American Woodmark’s shareholders or MasterBrand’s stockholders; the occurrence of events or changes in circumstances that give rise to the termination of the merger agreement by either party or a delay in the closing of the transaction; potential litigation relating to the transaction; the effect of the proposed transaction on the ability of either party to retain customers, maintain relationships with suppliers and hire and retain key personnel; the effect of the proposed transaction and the announcement of the proposed transaction on the parties’ stock prices; disruptions in the ordinary course business of either party resulting from the transaction; the continued availability of capital and financing and any rating agency actions related to the transaction or otherwise; the risk that certain limitations in the merger agreement may impact either party’s ability to pursue certain business opportunities or strategic transactions; the diversion of the attention and time of management of either party from ordinary course business operations to the transaction and transaction-related issues; the impact of transaction and/or integration costs and any increases in such costs; the existence of unknown liabilities; the ability of MasterBrand to successfully integrate American Woodmark into its business and operations; and the risk that any anticipated economic benefits, cost savings or other synergies are not fully realized or take longer to realize than expected. Other factors include those listed under “Risk Factors” in Part I, Item 1A of MasterBrand’s Annual Report on Form 10-K for the fiscal year ended December 29, 2024, Part II, Item 1A of MasterBrand’s Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2025, American Woodmark’s Annual Report on Form 10-K for the fiscal year ended April 30, 2025, and other MasterBrand and American Woodmark filings with the SEC. With respect to American Woodmark’s preliminary net sales, net income and Adjusted EBITDA results for the quarterly period ended July 31, 2025, additional factors that could cause actual results to be materially different than those indicated include adjustments that may arise in connection with American Woodmark’s quarterly financial close process or its independent registered public accounting firm’s review of the consolidated financial statements for the quarterly period; changes as a result of management’s further review of results; and other developments that may arise between now and the date that American Woodmark reports full results and files its Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2025.
The forward-looking statements included in this press release are made as of the date of this press release and, unless legally required, neither MasterBrand nor American Woodmark undertakes any obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this press release.
Additional Information and Where to Find It
MasterBrand intends to file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 (the “Registration Statement”), which will include a joint proxy statement of MasterBrand and American Woodmark that will also constitute a prospectus of MasterBrand. Each of MasterBrand and American Woodmark may also file other relevant documents with the SEC regarding the transaction. This press release is not a substitute for the joint proxy statement/prospectus or Registration Statement or any other document that MasterBrand or American Woodmark may file with the SEC. Any definitive joint proxy statement/prospectus (if and when available) will be mailed to shareholders of MASTERBRAND and AMERICAN WOODMARK. INVESTORS AND SHAREHOLDERS OF MASTERBRAND AND AMERICAN WOODMARK ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT MASTERBRAND, AMERICAN WOODMARK, THE TRANSACTION AND RELATED MATTERS. The Registration Statement and joint proxy statement/prospectus and other documents filed by MasterBrand or American Woodmark with the SEC, when filed, will be available free of charge at the SEC’s website at www.sec.gov. Alternatively, investors and shareholders may obtain free copies of documents that are filed or will be filed with the SEC by MasterBrand, including the Registration Statement and the joint proxy statement/prospectus, on MasterBrand’s website at https://masterbrand.com/investors/financials/sec-filings/default.aspx, and may obtain free copies of documents that are filed or will be filed with the SEC by American Woodmark, including the joint proxy statement/prospectus, on American Woodmark’s website at https://americanwoodmark.com/investors/financial-reporting#secfilings. The information included on, or accessible through, MasterBrand’s or American Woodmark’s website is not incorporated by reference into this press release.
Non-GAAP Financial Measures
To supplement the financial information presented in accordance with generally accepted accounting principles in the United States (“GAAP”) in this press release, certain non-GAAP financial measures as defined under SEC rules have been included. It is our intent to provide non-GAAP financial information to enhance understanding of our financial information as prepared in accordance with GAAP. Non-GAAP financial measures should be considered in addition to, not as a substitute for, other financial measures prepared in accordance with GAAP. Our The methods of determining these non-GAAP financial measures used by each of MasterBrand and American Woodmark may differ from the methods used by the other or by other companies for these or similar non-GAAP financial measures. Accordingly, these non-GAAP financial measures used by MasterBrand and American Woodmark may not be comparable to measures used by the other or by other companies.
MasterBrand Non-GAAP Financial Measures
MasterBrand uses EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted diluted earnings per share (“adjusted diluted EPS”), net debt and net debt to adjusted EBITDA ratio, which are all non-GAAP financial measures. EBITDA is defined as earnings before interest, taxes, depreciation and amortization. MasterBrand evaluates the performance of its business based on income before income taxes, but also looks to EBITDA as a performance evaluation measure because interest expense is related to corporate functions, as opposed to operations. For that reason, MasterBrand believes EBITDA is a useful metric to investors in evaluating its operating results. Adjusted EBITDA is calculated by removing the impact of non-operational results and special items from EBITDA. Adjusted EBITDA margin is calculated as adjusted EBITDA divided by net sales. Adjusted diluted EPS is a measure of our diluted earnings per share excluding non-operational results and special items. MasterBrand believes these non-GAAP measures are useful to investors as they are representative of its core operations and are used in the management of its business, including decisions concerning the allocation of resources and assessment of performance.
The net debt is defined as total balance sheet debt less cash and cash equivalents. MasterBrand believes this measure is useful to investors as it provides a measure to compare debt less cash and cash equivalents across periods on a consistent basis. The net debt to adjusted EBITDA ratio is calculated by dividing net debt by the trailing twelve months adjusted EBITDA. Net debt to adjusted EBITDA ratio is used by management to assess MasterBrand’s financial leverage and ability to service its debt obligations.
MasterBrand has not provided a reconciliation of its anticipated pro forma adjusted EBITDA, proforma adjusted EBITDA margin and pro forma net debt to adjusted EBITDA ratio because the information needed to reconcile these measures is unavailable due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred and which may be excluded from EBITDA and adjusted EBITDA. Additionally, estimating such GAAP measures and providing a meaningful reconciliation for future periods requires a level of precision that is unavailable for these future periods and cannot be accomplished without unreasonable effort. Forward-looking non-GAAP measures are estimated consistent with the relevant definitions and assumptions used for historical non-GAAP measures.
American Woodmark Non-GAAP Financial Measures
American Woodmark uses EBITDA and Adjusted EBITDA in evaluating the performance and profitability of its business and in the preparation of its annual operating budgets. American Woodmark believes that EBITDA and Adjusted EBITDA allow it to readily view operating trends, perform analytical comparisons and identify strategies to improve operating performance.
American Woodmark defines EBITDA as net income adjusted to exclude income tax expense; interest expense, net; depreciation and amortization expense and amortization of customer relationship intangibles. American Woodmark defines Adjusted EBITDA as EBITDA adjusted to exclude expenses related to the acquisition of RSI Home Products, Inc.; restructuring charges, net; net gain/loss on debt modification; stock-based compensation expense; gain/loss on asset disposals; and change in fair value of foreign exchange forward contracts.
