UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________

FORM 10-Q

__________________________



x☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March ~~31, 2019~~29, 2020



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From __________ to ___________

Commission file number: 001-37760

SiteOne Landscape Supply, Inc.

(Exact name of registrant as specified in its charter)

__________________________



Delaware	46-4056061
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

~~300 Colonial Center Parkway, Suite 600, Roswell, Georgia 30076~~

300 Colonial Center Parkway, Suite 600, Roswell, Georgia30076

(Address of principal executive offices) (Zip Code)

~~(470)~~ (470) 277-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	SITE	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting ~~company,”~~company” and ~~“emerging~~"emerging growth ~~company”~~company" in Rule 12b-2 of the Exchange ~~Act~~Act. (Check ~~One)~~one):



Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

~~As of April 26, 2019, 41,009,649 shares of the registrant’s common stock, $0.01 par value, were outstanding.~~



Title of each class		Shares Outstanding as of April 24, 2020
Common Stock, $0.01 par value per share		41,877,761

Regarding Forward-Looking Statements and Information

This Quarterly Report on Form 10-Q includes forward-looking statements and cautionary statements. Some of the forward-looking statements can be identified by the use of terms such as “may,” “intend,” “might,” “will,” “should,” “could,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “project,” “potential,” or the negative of these terms, and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors ~~emerge from time to time~~ that ~~may~~could cause our business not to develop as we expect may emerge from time to time and it is not possible for us to predict all of them. Factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following:

the potential negative impact of the COVID-19 pandemic (which, among other things, may exacerbate each of the risks listed below);

economic downturn or recession;

cyclicality in residential and commercial construction markets;

general economic and financial conditions;

weather conditions, seasonality and availability of water to end-users;

public perceptions that our products and services are not environmentally friendly;

competitive industry pressures;

product shortages and the loss of key suppliers;

product price fluctuations;

ability to pass along product cost increases;

inventory management risks;

ability to implement our business strategies and achieve our growth objectives;

acquisition and integration risks;

increased operating costs;

risks associated with our large labor ~~force;~~force (including work stoppages due to COVID-19);

retention of key personnel;

construction defect and product liability claims;

impairment of goodwill;

~~risks associated with product liability claims;~~

adverse credit and financial markets events and ~~conditions;~~conditions (which have worsened and may continue to worsen as a result of the COVID-19 pandemic);

credit sale risks;

performance of individual branches;

environmental, health and safety laws and regulations;

hazardous materials and related materials;

laws and government regulations applicable to our business that could negatively impact demand for our products;

~~construction defect and product liability claims;~~

computer data processing systems;

cybersecurity incidents;

security of personal information about our customers;

intellectual property and other proprietary rights;

~~requirements of being a public company;~~

~~risks related to our internal controls;~~

the possibility of securities litigation;

unanticipated changes in our tax provisions;

our substantial indebtedness and our ability to obtain financing in the future;

increases in interest rates;

risks related to our common stock;

terrorism or the threat of terrorism; and

risks related to other factors discussed in this Quarterly Report on Form 10-Q.

You should read this Quarterly Report on Form 10-Q completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements made in this Quarterly Report on Form 10-Q are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this Quarterly Report on Form 10-Q, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, changes in future operating results over time or otherwise.

Comparisons of results for current and any prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data.

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)

SiteOne Landscape Supply, Inc.

Consolidated Balance Sheets (Unaudited)

(In millions, except share and per share data)


Assets	March 31, 2019			December 30, 2018			March 29, 2020			December 29, 2019
Current assets:
Cash and cash equivalents	$	21.1		$	17.3		$	22.0		$	19.0
Accounts receivable, net of allowance for doubtful accounts of $6.7 and $5.9, respectively	265.7			285.3
Accounts receivable, net of allowance for doubtful accounts of $9.5 and $8.3, respectively							295.7			283.4
Inventory, net	503.4			411.7			545.0			427.1
Income tax receivable	18.3			10.0			22.7			7.0
Prepaid expenses and other current assets	23.7			41.1			30.8			29.3
Total current assets	832.2			765.4			916.2			765.8

Property and equipment, net (Note 5)	91.2			88.4			111.9			104.9
Operating lease right-of-use assets, net (Note 7)	202.1			—			239.5			231.0
Goodwill (Note 6)	153.0			148.4			207.0			181.3
Intangible assets, net (Note 6)	151.6			155.6			162.8			150.6
Deferred tax assets							1.6			1.9
Other assets	9.2			10.7			7.5			7.8
Total assets	$	1,439.3		$	1,168.5		$	1,646.5		$	1,443.3

Liabilities and Equity
Current liabilities:
Accounts payable	$	230.2		$	184.6		$	251.4		$	162.2
Current portion of finance leases (Note 7)	5.1			5.2			7.9			6.7
Current portion of operating leases (Note 7)	45.2			—			50.5			48.6
Accrued compensation	24.7			42.1			27.3			39.7
Long term debt, current portion (Note 9)	4.5			4.5
Long-term debt, current portion (Note 9)							4.5			4.5
Accrued liabilities	39.6			46.0			53.8			49.1
Total current liabilities	349.3			282.4			395.4			310.8

Other long-term liabilities	8.9			14.0			17.4			13.2
Finance leases, less current portion (Note 7)	11.0			9.5			19.7			16.2
Operating leases, less current portion (Note 7)	158.6			—			193.2			186.3
Deferred tax liabilities	6.3			7.1			3.2			3.2
Long-term debt, less current portion (Note 9)	627.5			553.7			640.1			520.4
Total liabilities	1,161.6			866.7			1,269.0			1,050.1

Commitments and contingencies (Note 11)

Stockholders' equity (Note 1):
Common stock, par value $0.01; 1,000,000,000 shares authorized; 41,000,435 and 40,910,992 shares issued, and 40,979,524 and 40,890,081 shares outstanding at March 31, 2019 and December 30, 2018, respectively	0.4			0.4
Stockholders' equity:
Common stock, par value $0.01; 1,000,000,000 shares authorized; 41,883,358 and 41,591,727 shares issued, and 41,862,447 and 41,570,816 shares outstanding at March 29, 2020 and December 29, 2019, respectively							0.4			0.4
Additional paid-in capital	244.1			242.1			268.0			261.5
Retained earnings	36.0			60.1			120.3			137.8
Accumulated other comprehensive loss	(2.8		)	(0.8		)	(11.2		)	(6.5		)
Total equity	277.7			301.8			377.5			393.2
Total liabilities and equity	$	1,439.3		$	1,168.5		$	1,646.5		$	1,443.3

See Notes to Consolidated Financial Statements (Unaudited).

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SiteOne Landscape Supply, Inc.

Consolidated Statements of Operations (Unaudited)

(In millions, except share and per share data)


	Three Months Ended						Three Months Ended
	March 31, 2019			April 1, 2018			March 29, 2020			March 31, 2019

Net sales	$	417.3		$	371.4		$	459.8		$	417.3
Cost of goods sold	287.3			262.9			317.0			287.3
Gross profit	130.0			108.5			142.8			130.0

Selling, general and administrative expenses	155.8			131.7			167.1			155.8
Other income	1.1			2.6			1.0			1.1
Operating loss	(24.7		)	(20.6		)	(23.3		)	(24.7		)

Interest and other non-operating expenses, net	9.0			6.6			7.7			9.0
Net loss before taxes	(33.7		)	(27.2		)
Loss before taxes							(31.0		)	(33.7		)
Income tax benefit	(9.6		)	(10.2		)	(13.5		)	(9.6		)
Net loss	$	(24.1	)	$	(17.0	)	$	(17.5	)	$	(24.1	)

Net loss per common share:
Basic	$	(0.59	)	$	(0.43	)	$	(0.42	)	$	(0.59	)
Diluted	$	(0.59	)	$	(0.43	)	$	(0.42	)	$	(0.59	)
Weighted average number of common shares outstanding:
Basic	40,964,224			40,071,233			41,766,317			40,964,224
Diluted	40,964,224			40,071,233			41,766,317			40,964,224

See Notes to Consolidated Financial Statements (Unaudited).

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SiteOne Landscape Supply, Inc.

Consolidated Statements of Comprehensive Loss (Unaudited)

(In millions)


	Three Months Ended						Three Months Ended
	March 31, 2019			April 1, 2018			March 29, 2020			March 31, 2019

Net loss	$	(24.1	)	$	(17.0	)	$	(17.5	)	$	(24.1	)
Other comprehensive income (loss):
Foreign currency translation adjustments	0.2			(0.2		)	(0.9		)	0.2
Unrealized gain (loss) on interest rate swaps, net of taxes of $0.8 and ($0.4), respectively	(2.2		)	1.2
Unrealized loss on interest rate swaps, net of taxes of $1.2 and $0.8, respectively							(3.8		)	(2.2		)
Total other comprehensive loss							(4.7		)	(2.0		)
Comprehensive loss	$	(26.1	)	$	(16.0	)	$	(22.2	)	$	(26.1	)

See Notes to Consolidated Financial Statements (Unaudited).

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SiteOne Landscape Supply, Inc.

Consolidated Statements of Equity (Unaudited)

(In millions, shares in thousands)

Common
Stock
Shares Common
Stock
Amount Additional
Paid-in-Capital Retained Earnings
(Accumulated
Deficit) Accumulated
Other
Comprehensive
Income (Loss) Total Equity
Balance at December 31, 2017 39,956.2
$ 0.4
$ 227.8
$ (15.1 ) $ (0.3 ) $ 212.8
Adjustment due to adoption of ASU 2014-09 —
—
—
1.3
—
1.3
Net loss —
—
—
(17.0 ) —
(17.0 )
Other comprehensive income —
—
—
—
1.0
1.0
Issuance of common shares under stock based compensation plan 193.8
—
0.9
—
—
0.9
Stock based compensation —
—
2.1
—
—
2.1
Balance at April 1, 2018 40,150.0
$ 0.4
$ 230.8
$ (30.8 ) $ 0.7
$ 201.1


	Common Stock Shares	Common Stock Amount		Additional Paid-in-Capital		Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)			Total Equity			Common Stock Shares	Common Stock Amount		Additional Paid-in-Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity
Balance at December 30, 2018	40,890.1	$	0.4	$	242.1	$	60.1		$	(0.8	)	$	301.8		40,890.1	$	0.4	$	242.1	$	60.1		$	(0.8	)	$	301.8
Net loss	—	—		—		(24.1		)	—			(24.1		)	—	—		—		(24.1		)	—			(24.1		)
Other comprehensive loss	—	—		—		—			(2.0		)	(2.0		)	—	—		—		—			(2.0		)	(2.0		)
Issuance of common shares under stock based compensation plan	89.4	—		0.2		—			—			0.2
Stock based compensation	—	—		1.8		—			—			1.8
Issuance of common shares under stock-based compensation plan															89.4	—		0.2		—			—			0.2
Stock-based compensation															—	—		1.8		—			—			1.8
Balance at March 31, 2019	40,979.5	$	0.4	$	244.1	$	36.0		$	(2.8	)	$	277.7		40,979.5	$	0.4	$	244.1	$	36.0		$	(2.8	)	$	277.7



	Common Stock Shares	Common Stock Amount		Additional Paid-in-Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity
Balance at December 29, 2019	41,570.8	$	0.4	$	261.5	$	137.8		$	(6.5	)	$	393.2
Net loss	—	—		—		(17.5		)	—			(17.5		)
Other comprehensive loss	—	—		—		—			(4.7		)	(4.7		)
Issuance of common shares under stock-based compensation plan	291.6	—		4.0		—			—			4.0
Stock-based compensation	—	—		2.5		—			—			2.5
Balance at March 29, 2020	41,862.4	$	0.4	$	268.0	$	120.3		$	(11.2	)	$	377.5

See Notes to Consolidated Financial Statements (Unaudited).

SiteOne Landscape Supply, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(In millions)


	Three Months Ended						Three Months Ended
	March 31, 2019			April 1, 2018			March 29, 2020			March 31, 2019
Cash Flows from Operating Activities:
Net loss	$	(24.1	)	$	(17.0	)	$	(17.5	)	$	(24.1	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization of finance lease right-of-use assets	6.8			4.8
Adjustments to reconcile Net income to net cash used in operating activities:
Amortization of finance lease right-of-use assets and depreciation							7.0			6.8
Stock-based compensation	1.8			2.1			2.5			1.8
Amortization of software and intangible assets	8.6			6.9			9.3			8.6
Amortization of debt related costs	0.5			0.8			0.5			0.5
Loss on extinguishment of debt	0.4			—			—			0.4
(Gain) loss on sale of equipment	0.1			(0.1		)
Loss on sale of equipment							0.1			0.1
Other	0.7			(1.3		)	0.4			0.7
Changes in operating assets and liabilities, net of the effects of acquisitions:
Receivables	21.1			(4.1		)	(10.9		)	21.1
Inventory	(88.1		)	(109.3		)	(112.5		)	(88.1		)
Income tax receivable	(8.3		)	(9.7		)	(15.7		)	(8.3		)
Prepaid expenses and other assets	12.8			(3.5		)	(1.6		)	12.8
Accounts payable	42.9			103.5			84.1			42.9
Accrued expenses and other liabilities	(23.7		)	(13.9		)	(11.3		)	(23.7		)
Net Cash Used In Operating Activities	$	(48.5	)	$	(40.8	)	$	(65.6	)	$	(48.5	)

Cash Flows from Investing Activities:
Purchases of property and equipment	(6.4		)	(2.0		)	(4.6		)	(6.4		)
Purchases of intangible assets	(0.2		)	(1.9		)	(1.1		)	(0.2		)
Acquisitions, net of cash acquired	(12.8		)	(51.6		)	(45.2		)	(12.8		)
Proceeds from the sale of property and equipment	0.2			0.2			0.2			0.2
Net Cash Used In Investing Activities	$	(19.2	)	$	(55.3	)	$	(50.7	)	$	(19.2	)

Cash Flows from Financing Activities:
Equity proceeds from common stock	0.6			1.4			5.7			0.6
Repayments under term loan	(2.2		)	(0.9		)	(1.1		)	(2.2		)
Borrowings on asset-based credit facility	140.5			168.5			179.6			140.5
Repayments on asset-based credit facility	(64.5		)	(55.8		)	(59.2		)	(64.5		)
Payments of debt issuance costs	(0.9		)	—			—			(0.9		)
Payments on finance lease obligations	(1.7		)	(1.7		)	(1.8		)	(1.7		)
Payments of acquisition related contingent obligations							(2.0		)	—
Other financing activities	(0.4		)	(0.3		)	(1.6		)	(0.4		)
Net Cash Provided By Financing Activities	$	71.4		$	111.2		$	119.6		$	71.4

Effect of exchange rate on cash	0.1			(0.1		)	(0.3		)	0.1
Net Change In Cash	3.8			15.0			3.0			3.8

Cash and cash equivalents:
Beginning	17.3			16.7			19.0			17.3
Ending	$	21.1		$	31.7

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Ending			$	22.0	$	21.1

Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for interest	8.9	5.8	6.7		8.9
Cash paid during the year for income taxes	0.2	0.1	0.4		0.2

See Notes to Consolidated Financial Statements (Unaudited).

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SiteOne Landscape Supply, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1. Nature of Business and Significant Accounting Policies

Nature of Business

SiteOne Landscape Supply, Inc. (hereinafter collectively with all its consolidated subsidiaries referred to as the “Company” or individually as “Holdings”) is a wholesale distributor of irrigation supplies, fertilizer and control products (e.g., herbicides), landscape accessories, nursery goods, hardscapes (including ~~paving,~~pavers, natural stone, and blocks), outdoor lighting, and ice melt products to green industry professionals. The Company also provides value-added consultative services to complement its product offering and to help customers operate and grow their businesses. Substantially all of the Company’s sales are to customers located in the United States of America (“U.S.”), with less than ~~two~~2 percent of sales and total assets in Canada for all periods presented. As of March ~~31, 2019,~~29, 2020, the Company had over ~~540~~550 branches. Based on the nature of the Company’s products and customers’ business cycles, historically, sales ~~are~~have been significantly higher in the second and third quarters of each fiscal year.

COVID-19 Pandemic

As a result of the novel coronavirus (or COVID-19) pandemic, the Company could experience impacts including, but not limited to, charges from potential adjustments of the carrying amounts of receivables and inventory, goodwill and other asset impairment charges, and deferred tax valuation allowances. The extent to which the COVID-19 pandemic impacts the Company's business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to the duration, spread, and severity, of the COVID-19 pandemic, the effects of the COVID-19 pandemic on the Company's customers, suppliers, and vendors and the remedial actions and stimulus measures adopted by local and federal governments, and to what extent normal economic and operating conditions can resume. Even after the COVID-19 pandemic has subsided, the Company may experience an impact to its business as a result of any economic downturn, recession, or depression that has occurred or may occur in the future.

Basis of Financial Statement Presentation

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as applicable to interim financial reporting. In management’s opinion, the unaudited financial information for the interim periods presented includes all adjustments, consisting of normal recurring accruals necessary for a fair statement of the financial position, results of operations and cash flows. Certain information and disclosures normally included in our annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with SEC for the fiscal year ended December ~~30, 2018.~~29, 2019. The interim period unaudited financial results for the three-month periods presented are not necessarily indicative of results to be expected for any other interim period or for the entire year.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and accompanying notes. Actual results could differ materially from these estimates.

Fiscal Year

The Company’s fiscal year is a 52- or 53-week period ending on the Sunday nearest to December 31. The fiscal year ending ~~December 29, 2019~~January 3, 2021 and the fiscal year ended December ~~30, 2018~~29, 2019 both include 52 weeks. The three months ended March 29, 2020 and March 31, 2019 ~~and April 1, 2018~~ both include 13 weeks.

Principles of Consolidation

The Company’s consolidated financial statements include the assets and liabilities used in operating the Company’s business, including entities in which the Company owns or controls more than 50% of the voting shares. All of the Company’s subsidiaries are wholly owned. All intercompany balances and transactions have been eliminated in consolidation.

Significant Accounting Policies

Except as updated by the Recently Issued and Adopted Accounting Pronouncements section below, a description of the Company’s significant accounting policies is included in the Company’s Annual Report on Form 10-K for the fiscal year ended December ~~30, 2018.~~29, 2019.

Recently Issued and Adopted Accounting Pronouncements

In ~~May 2014,~~February 2016, the Financial Accounting Standards Board (“FASB”) issued ~~Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)”~~ (“ASU 2014-09”), which amends existing revenue recognition standards and establishes a new Accounting Standards Codification (“ASC”) Topic 606. The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for these goods or services. The Company adopted ASU 2014-09 and related amendments in the first quarter of fiscal year 2018 using the modified retrospective transition method. The Company concluded that it had substantially similar performance obligations under the amended guidance as compared with deliverables and units of account previously recognized. Additionally, the Company made policy elections within the amended standard that are consistent with its current accounting. The

adoption of ASU 2014-09 resulted in additional revenue recognition disclosures (refer to Note 2), and had an immaterial impact on the timing of revenue recognition related to its customer loyalty rewards program. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings in the first quarter of fiscal year 2018. The adoption of ASC 606 did not have a significant impact on the Company’s consolidated financial statements. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

~~In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments~~ (“ASU 2016-15”), to provide clarification on cash flow classification related to eight specific issues including debt prepayment or debt extinguishment costs and contingent consideration payments made after a business combination. The guidance in ASU 2016-15 required adoption using a retrospective transition method to each period presented. The Company adopted ASU 2016-15 when it became effective in the first quarter of fiscal year 2018. The adoption of ASU 2016-15 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

~~In October 2016, the FASB issued ASU 2016-16,~~ ~~“Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory”~~(“ASU 2016-16”), which amends existing guidance to require entities to recognize income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 required adoption using a modified retrospective method. The Company adopted ASU 2016-16 when it became effective in the first quarter of fiscal year 2018. The adoption of ASU 2016-16 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

~~In November 2016, the FASB issued ASU 2016-18,~~ ~~“Statement of Cash Flows (Topic 230): Restricted Cash”~~ (“ASU 2016-18”), which requires restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Transfers between cash and cash equivalents and restricted cash or restricted cash equivalents are not reported as cash flow activities in the statement of cash flows. ASU 2016-18 required adoption using a retrospective transition method. The Company adopted ASU 2016-18 when it became effective in the first quarter of fiscal year 2018. The adoption of ASU 2016-18 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

~~In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business~~” (“ASU 2017-01”), to clarify the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or businesses. ASU 2017-01 provides a screen to determine when an integrated set of assets and activities (collectively a “set”) is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. If the screen is not met, the amendments in ASU 2017-01 (i) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (ii) remove the evaluation of whether a market participant could replace missing elements. ASU 2017-01 required adoption on a prospective basis. The Company adopted ASU 2017-01 when it became effective in the first quarter of fiscal year 2018. The adoption of ASU 2017-01 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

~~In May 2017, the FASB issued ASU 2017-09, “Compensation-Stock Compensation (Topic 718) - Scope of Modification”~~ (“ASU 2017-09”), which provides clarity and reduces both diversity in practice and cost and complexity when applying the guidance in Topic 718 when there are changes to the terms or conditions of a share-based payment award. The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU 2017-09 required adoption on a prospective basis. The Company adopted ASU 2017-09 when it became effective in the first quarter of fiscal year 2018. The adoption of ASU 2017-09 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

~~In February 2016, the FASB issued~~ ASU 2016-02, “Leases (Topic 842),” amended by subsequent ASUs (collectively “ASC 842”), which supersedes the guidance for recognition, measurement, presentation and disclosures of lease arrangements. The amended standard requires recognition on the balance sheet for all leases with terms longer than 12 months as a lease liability and as a right-of-use (“ROU”) asset. The lease liability is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and the ROU asset is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The Company adopted ASC 842 when it became effective in the first quarter of fiscal year 2019 using a modified transition approach under which prior comparative periods were not adjusted. The Company elected the package of practical expedients, which ~~permits~~permitted not reassessing its prior conclusions about lease identification, lease classification, and initial direct costs. In addition, the Company made the election for certain classes of underlying assets to not separate non-lease components from lease components. However, the Company did not elect the lease term hindsight practical expedient. For leases less than 12 months, the Company made an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities as permitted by the guidance. The adoption of the new standard had a material impact on the Company’s Consolidated Balance Sheets, but ~~no material~~an immaterial impact on its Consolidated Statements of Operations or

and Consolidated Statements of Cash Flows. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the accounting for finance leases remained substantially unchanged.

~~The impact to the Consolidated Balance Sheets as of December 31, 2018 for the adoption of ASC 842was as follows (in millions):~~

December 30, 2018 Adjustments Due to ASC 842 December 31, 2018
Assets
Prepaid expenses and other current assets $ 41.1
$ (4.7 ) $ 36.4
Operating lease right-of-use assets, net —
203.8
203.8
Other assets 10.7
(0.6 ) 10.1

Liabilities
Accrued liabilities 46.0
(0.9 ) 45.1
Current portion of operating leases —
40.9
40.9
Other long-term liabilities 14.0
(7.1 ) 6.9
Operating leases, less current portion —
165.6
165.6

In February 2018, the FASB issued ASU 2018-02, “Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive ~~Income~~”(“Income” (“ASU 2018-02”). The FASB ~~is providing~~provided ongoing guidance on certain accounting and tax effects of the legislation in the Tax Cuts and Jobs Act (the “2017 Tax Act”), which was enacted in December 2017. ASU 2018-02 allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the 2017 Tax Act. The amendments in ASU 2018-02 also ~~require~~required certain disclosures about stranded tax effects. The Company adopted ASU 2018-02 when it became effective in the first quarter of fiscal year 2019. The Company has elected to not reclassify stranded tax effects resulting from the 2017 Tax Act. The adoption of ASU 2018-02 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In June 2018, the FASB issued ASU 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting”(“ASU 2018-07”) which ~~simplifies~~simplified the accounting for nonemployee share-based payment transactions by expanding the scope of ASC Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. Under the ~~new~~ standard, most of the guidance on stock compensation payments to nonemployees ~~would be~~was aligned with the requirements for share-based payments granted to employees. The Company adopted ASU 2018-07 when it became effective in the first quarter of fiscal year 2019. The adoption of ASU 2018-07 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU 2018-15, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force)” (“ASU 2018-15”) which amends ASC 350-40 to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement (“CCA”) that is a service contract. ASU 2018-15 ~~amends~~amended ASC 350 and ~~clarifies~~clarified that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized in a CCA. The ASU ~~does~~did not expand on existing disclosure requirements except to require a description of the nature of hosting arrangements that are service contracts. Entities are permitted to apply either a retrospective or prospective transition approach to adopt the guidance. The Company early adopted the amended guidance on a prospective application basis during the first quarter of fiscal year 2019. The adoption of ASU 2018-15 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In October 2018, the FASB issued ASU 2018-16, “Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes” (“ASU 2018-16”). ASU 2018-16 allows for the use of the OIS rate based on the SOFR as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815, Derivatives and Hedging. The Company adopted ASU 2018-16 when it became effective in the first quarter of fiscal year 2019. The adoption of ASU 2018-16 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In July 2019, the FASB issued ASU 2019-07, “Codification Updates to SEC Sections - Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization and Miscellaneous Updates (SEC Update)” (“ASU 2019-07”). ASU 2019-07 clarifies or improves the disclosure and presentation requirements of a variety of codification topics by aligning them with the SEC’s regulations, thereby eliminating

redundancies and making the codification easier to apply. ASU 2019-07 was effective upon issuance and did not have a material impact on the Company’s consolidated financial statements and related disclosures.

~~Accounting Pronouncements Issued But Not Yet Adopted~~

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial ~~Instruments”~~ ~~(“ASU~~Instruments,” amended by subsequent ASUs (collectively, “ASU 2016-13”), which changes the way companies evaluate credit losses for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model to evaluate impairment, potentially resulting in earlier recognition of allowances for losses. The new standard also requires enhanced disclosures, including the requirement to disclose the information used to track credit quality by year of origination for most financing receivables. ~~Subsequent to issuing ASU 2016-13,~~The Company adopted the ~~FASB issued ASU 2018-19,~~ ~~“Codification Improvements to Topic 326, Financial Instruments - Credit Losses”~~ ~~(“ASU 2018-19”), for the purpose of clarifying certain aspects of ASU 2016-13. ASU 2016-13 and ASU 2018-19 will be~~amended guidance when it became effective ~~for the Company commencing~~ in the first quarter of fiscal year 2020. The ~~guidance must be applied using~~adoption of ASU 2016-13 did not have a ~~cumulative-effect transition method. The Company is currently evaluating the amended guidance and the~~material impact on its consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”) which changes the fair value measurement disclosure requirements of ASC 820. The ASU adds new disclosure requirements and eliminates and modifies existing disclosure requirements. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments in ASU 2018-13 should be applied retrospectively to all periods presented. The Company adopted ASU 2018-13 when it became effective in the first quarter of fiscal year 2020. The adoption of ASU 2018-13 did not have a material impact on its consolidated financial statements and related disclosures.

Accounting Pronouncements Issued But Not Yet Adopted

In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). The amendments in ASU 2019-12 simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, Income Taxes. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of ASC Topic 740 by clarifying and amending existing guidance. ASU 2019-12 will be effective for the Company commencing in the first quarter of fiscal year ~~2020.~~2021 with early adoption permitted. The transition requirements are dependent upon each amendment within this update and will be applied either prospectively or retrospectively. The Company is currently evaluating the amended guidance and the impact on its consolidated financial statements and related disclosures.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is currently evaluating the amended guidance and the impact on its consolidated financial statements and related disclosures.

Note 2. Revenue from Contracts with Customers

The Company recognizes revenue when control over a product or service is transferred to a customer. This transfer occurs primarily when goods are picked up by a customer at the branch or when goods are delivered to a customer location. Revenue is measured at the transaction price, which is based on the amount of consideration that the Company expects to receive in exchange for transferring the promised goods or services to the customer. The transaction price will include estimates of variable consideration, such as returns and provisions for doubtful accounts and sales incentives, to the extent it is probable that a significant reversal of revenue recognized will not occur. In all cases, when a sale is recorded by the Company, no significant uncertainty exists surrounding the purchaser’s obligation to pay. The Company also has entered into agency agreements with certain of its suppliers whereby the Company operates as a sales agent of those suppliers. The suppliers retain title to their merchandise until it is sold by the Company and determine the prices at which the Company can sell their merchandise. The Company recognizes these agency sales on a net basis and records only the product margin as commission revenue within Net sales.

The following table presents Net sales disaggregated by product category:


	Three Months Ended				Three Months Ended
	March 31, 2019		April 1, 2018		March 29, 2020		March 31, 2019
Landscaping products^(a)	$	277.3	$	243.4	$	320.2	$	277.3
Agronomic and other products^(b)	140.0		128.0		139.6		140.0
	$	417.3	$	371.4	$	459.8	$	417.3

______________

(a) Landscaping products include irrigation, nursery, hardscapes, outdoor lighting, and landscape accessories.

(b) Agronomic and other products include fertilizer, control products, ice melt, equipment, and other products.

Remaining Performance Obligations

Remaining performance obligations related to ASC 606 represent the aggregate transaction price allocated to performance obligations with an original contract term greater than one year which are fully or partially unsatisfied at the end of the period. Remaining performance obligations include the outstanding points balance related to the customer loyalty reward program. The program allows enrolled customers to earn loyalty rewards on purchases to be used on future purchases, to pay for annual customer trips hosted by the Company, or to obtain gift cards to other ~~third party~~third-party retailers.

As of March ~~31, 2019,~~29, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately ~~$4.3~~$5.4 million. The Company expects to recognize revenue on the remaining performance obligations over the next 12 months.

Contract Balances

The timing of revenue recognition, billings, and cash collections results in billed accounts receivable, deferred revenue, and billings in excess of revenue recognized in the Company’s Consolidated Balance Sheets.

Contract liabilities

As of March ~~31, 2019~~29, 2020 and December ~~30, 2018,~~29, 2019, contract liabilities were ~~$4.3~~$5.4 million and ~~$7.4~~$6.5 million, respectively, and are included within ~~accrued~~Accrued liabilities in the accompanying Consolidated Balance Sheets. The decrease in the contract liability balance during the three months ended March ~~31, 2019~~29, 2020 is primarily a result of ~~$4.7~~the $3.0 million of revenue recognized and the expiration of points related to the customer loyalty reward program during the period, partially offset by cash payments received in advance of satisfying performance obligations.

Note 3. Acquisitions

From time to time the Company enters into strategic acquisitions in an effort to better service existing customers and to attract new customers. The Company completed the following acquisitions for an aggregate purchase price of approximately ~~$12.7~~$44.8 million and ~~$51.1~~$12.7 million, and deferred contingent consideration of ~~zero~~$6.2 million and ~~approximately $0.5 million~~0 for the three months ended March 29, 2020 and March 31, 2019, ~~and April 1, 2018,~~ respectively.

In March 2020, the Company acquired the assets and assumed the liabilities of Big Rock Natural Stone and Hardscapes, Inc. (“Big Rock”). With 1 location in the greater Greenville, South Carolina market, Big Rock is a distributor of hardscapes and landscape supplies to landscape professionals.

In January 2020, the Company acquired the assets and assumed the liabilities of The Garden Dept. Corp. (“Garden Dept.”). With 3 locations in the greater Long Island, New York market, Garden Dept. is a distributor of nursery and landscape supplies to landscape professionals.

In January 2020, the Company acquired the assets and assumed the liabilities of Empire Supplies (“Empire”). With 3 locations in the greater Newark-Union, New Jersey market, Empire is a distributor of hardscapes and landscape supplies to landscape professionals.

In January 2020, the Company acquired the assets and assumed the liabilities of Wittkopf Landscape Supply (“Wittkopf”). With 2 locations in the Spokane Valley, Washington market, Wittkopf is a distributor of hardscapes and landscape supplies to landscape professionals.

In December 2019, the Company acquired the assets and assumed the liabilities of Daniel Stone & Landscaping Supplies, Inc. (“Daniel Stone”). With 1 location in the greater Austin, Texas market, Daniel Stone is a distributor of hardscapes and landscape supplies to landscape professionals.

In December 2019, the Company acquired all of the members’ interests of Dirt Doctors, Inc. (“Dirt Doctors”). With 3 locations in the greater New England market, Dirt Doctors is a distributor of hardscapes and landscape supplies to landscape professionals.

In September 2019, the Company acquired the assets and assumed the liabilities of Design Outdoor, Inc. (“Design Outdoor”). With 1 location in the greater Reno/Lake Tahoe, Nevada area, Design Outdoor is a distributor of hardscapes products to landscape professionals.

In August 2019, the Company acquired the assets and assumed the liabilities of Trendset Concrete Products, Inc. (“Trendset”). With 1 location in the Greater Seattle, Washington market, Trendset is a distributor of hardscapes products to landscape professionals.

In July 2019, the Company acquired the assets and assumed the liabilities of L.H. Voss Materials Dublin and its affiliates, Mt. Diablo Landscape Centers and Clark’s Home & Garden (collectively, “Voss”). With 5 locations across the East Bay in Northern California, Voss is a distributor of hardscapes and landscape supplies to landscape professionals.

In May 2019, the Company acquired the assets and assumed the liabilities of Stone and Soil Depot, Inc. (“Stone and Soil”). With 3 locations in the Greater San Antonio, Texas market, Stone and Soil is a market leader in the distribution of hardscapes and landscape supplies to landscape professionals.

In April 2019, the Company acquired the assets and assumed the liabilities of Fisher’s Landscape Depot (“Fisher’s”). With 2 locations in Western Ontario, Canada, Fisher’s is a market leader in the distribution of hardscapes and landscape supplies to landscape professionals.

In April 2019, the Company acquired the assets and assumed the liabilities of Landscape Depot, Inc. (“Landscape Depot”). With 3 locations in the Greater Boston, Massachusetts market, Landscape Depot is a market leader in the distribution of hardscapes and landscape supplies to landscape professionals.

In February 2019, the Company acquired the assets and assumed the liabilities of All Pro Horticulture, Inc. (“All Pro”). With ~~one~~1 location in Long Island, New York, All Pro is a market leader in the distribution of agronomics and erosion control products to landscape professionals.

In January 2019, the Company acquired the assets and assumed the liabilities of Cutting Edge Curbing Sand & Rock (“Cutting Edge”). With ~~one~~1 location in Phoenix, Arizona, Cutting Edge is a market leader in the distribution of hardscapes and landscape supplies to landscape professionals.

In March 2018, the Company acquired the assets and assumed the liabilities of the distribution locations of Village Nurseries Landscape Centers (“Village”). With three locations in Orange, Huntington Beach and Sacramento, California, Village is a market leader in wholesale nursery distribution.

In February 2018, the Company acquired the outstanding stock of Atlantic Irrigation Specialties, Inc. and the limited liability company interests of Atlantic Irrigation South, LLC (collectively, “Atlantic”). With 33 locations in 12 states within the Eastern U.S. and two provinces in Eastern Canada, Atlantic is a market leader in the distribution of irrigation, lighting, drainage, and landscaping equipment to green industry professionals.

In January 2018, the Company acquired the assets and assumed the liabilities of Pete Rose, Inc. (“Pete Rose”). With one location in Richmond, Virginia, Pete Rose is a market leader in the distribution of natural stone and hardscapes material to landscape professionals.

These transactions were accounted for by the acquisition method, and accordingly, the results of operations are included in the Company’s consolidated financial statements from their respective acquisition dates.

Note 4. Fair Value Measurement and Interest Rate Swaps

Fair value is defined as an exit price, representing an amount that would be received to sell an asset or the amount paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The inputs used to measure fair value are prioritized into the following three-tiered value hierarchy:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2: Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or inputs, other than quoted prices in active markets, which are observable either directly or indirectly.

Level 3: Unobservable inputs for which there is little or no market data.

The hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The classification of fair value measurement within the hierarchy is based upon the lowest level of input that is significant to the measurement.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivables, forward-starting interest rate swap contracts and long-term debt. The variable interest rate on the long-term debt is reflective of current market borrowing rates. As such, the Company has determined that the carrying value of these financial instruments approximates fair value.

Interest Rate Swaps

The Company is subject to interest rate risk with regard to existing and future issuances of debt. The Company utilizes interest rate swap contracts to reduce its exposure to fluctuations in variable interest rates for future interest payments on existing debt. The Company is party to various forward-starting interest rate swap contracts to convert the variable interest rate to a fixed interest rate on portions of the borrowings under the Term Loan Facility. The following table provides additional details related to the swap contracts:

Derivatives designated as hedging instruments

Inception Date

Effective Date

Maturity Date

Notional Amount
(in millions)

Fixed Interest Rate

Type of Hedge

Inception Date

Effective Date

Maturity Date

Notional Amount
(in millions)

Fixed Interest Rate

Type of Hedge

Forward-starting interest rate swap 1

June 30, 2017

March 11, 2019

June 11, 2021

58.0

2.1345

Cash flow

June 30, 2017

March 11, 2019

June 11, 2021

58.0

2.1345

Cash flow

Forward-starting interest rate swap 2

June 30, 2017

March 11, 2019

June 11, 2021

116.0

2.1510

Cash flow

June 30, 2017

March 11, 2019

June 11, 2021

116.0

2.1510

Cash flow

Forward-starting interest rate swap 3

December 17, 2018

July 14, 2020

January 14, 2024

34.0

2.9345

Cash flow

December 17, 2018

July 14, 2020

January 14, 2024

34.0

2.9345

Cash flow

Forward-starting interest rate swap 4

December 24, 2018

January 14, 2019

January 14, 2023

50.0

2.7471

Cash flow

December 24, 2018

January 14, 2019

January 14, 2023

50.0

2.7471

Cash flow

Forward-starting interest rate swap 5

December 26, 2018

January 14, 2019

January 14, 2023

90.0

2.7250

Cash flow

December 26, 2018

January 14, 2019

January 14, 2023

90.0

2.7250

Cash flow

Forward-starting interest rate swap 6

May 30, 2019

July 15, 2019

January 14, 2023

70.0

2.1560

Cash flow

The Company recognizes the unrealized gains or unrealized losses as either assets or liabilities at fair value on its Consolidated Balance Sheets. The forward-starting interest rate swap contracts are subject to master netting arrangements. The Company has elected not to offset the fair value of assets with the fair value of liabilities related to these contracts. The following table summarizes the fair value of the derivative instruments and the respective lines in which they were recorded in the Consolidated Balance Sheets as of March ~~31, 2019~~29, 2020 and December ~~30, 2018~~29, 2019 (in millions):



	Derivative Assets						Derivative Liabilities
	March 29, 2020			December 29, 2019			March 29, 2020			December 29, 2019
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments
Interest rate contracts	Prepaid expenses and other current assets	$	—	Prepaid expenses and other current assets	$	—	Accrued liabilities	$	4.6	Accrued liabilities	$	2.1
	Other assets	—		Other assets	—		Other long-term liabilities	7.8		Other long-term liabilities	5.3
Total derivatives		$	—		$	—		$	12.4		$	7.4

Derivative Assets Derivative Liabilities
March 31, 2019 December 30, 2018 March 31, 2019 December 30, 2018
Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value
Derivatives designated as hedging instruments
Interest rate contracts Prepaid expenses and other current assets $ 0.6
Prepaid expenses and other current assets $ 0.7
Accrued liabilities $ 0.2
Accrued liabilities $ —
Other assets 0.2
Other assets 1.1
Other long-term liabilities 2.5
Other long-term liabilities 0.7
Total derivatives $ 0.8
$ 1.8
$ 2.7
$ 0.7

For determining the fair value of the interest rate swap contracts, the Company uses significant observable market data or assumptions (Level 2 inputs) that market participants would use in pricing similar assets or liabilities, including assumptions about counterparty risk. The fair value estimates reflect an income approach based on the terms of the interest rate swap contracts and inputs corroborated by observable market data including interest rate curves.

The Company recognizes any differences between the variable interest rate payments and the fixed interest rate settlements with the swap counterparties as an adjustment to interest expense over the life of the swaps. The Company has designated these swaps as cash flow

hedges and records the estimated fair value of the swaps to Accumulated other comprehensive income (loss) (“AOCI”) on its Consolidated Balance Sheets. ~~To the extent the interest rate swaps are determined to be ineffective, the Company recognizes the changes in the estimated fair value of the swaps in earnings.~~ For the three months ended March 29, 2020 and March 31, 2019, ~~and April 1, 2018,~~ there was no ineffectiveness recognized in earnings. The after-tax amount of unrealized ~~gain~~loss on derivative instruments included in ~~AOCI~~Accumulated other comprehensive loss related to the forward-starting interest rate swap contracts maturing and expected to be reclassified to earnings during the next twelve months was ~~$0.3~~$3.4 million as of March ~~31, 2019.~~29, 2020. The ultimate amount recognized will vary based on fluctuations of interest rates through the maturity dates.

The table below details pre-tax amounts in AOCI and gain (loss) reclassified into income for derivatives designated as cash flow hedges for the three months ended March 29, 2020 and March 31, 2019 ~~and April 1, 2018~~ (in millions):



	Three Months Ended
	March 29, 2020							March 31, 2019
	Gain (Loss) Recorded in OCI			Classification of Gain (Loss) Reclassified from AOCI into Income	Gain (Loss) Reclassified from AOCI into Income			Gain (Loss) Recorded in OCI			Classification of Gain (Loss) Reclassified from AOCI into Income	Gain (Loss) Reclassified from AOCI into Income
Derivatives in Cash Flow Hedging Relationships
Interest rate contracts	$	(5.0	)	Interest and other non-operating expenses, net	$	(0.6	)	$	(3.0	)	Interest and other non-operating expenses, net	$	0.1

Three Months Ended
March 31, 2019 April 1, 2018
Gain (Loss) Recorded in OCI Classification of Gain (Loss) Reclassified from AOCI into Income Gain (Loss) Reclassified from AOCI into Income Gain (Loss) Recorded in OCI Classification of Gain (Loss) Reclassified from AOCI into Income Gain (Loss) Reclassified from AOCI into Income
Derivatives in Cash Flow Hedging Relationships
Interest rate contracts $ (3.0 ) Interest and other non-operating expenses, net $ 0.1
$ 1.6
Interest and other non-operating expenses, net $ —

Failure of the swap counterparties to make payments would result in the loss of any potential benefit to the Company under the swap agreements. In this case, the Company would still be obligated to pay the variable interest payments underlying the debt agreements. Additionally, failure of the swap counterparties would not eliminate the Company’s obligation to continue to make payments under the existing swap agreements if it continues to be in a net pay position.

Note 5. Property and Equipment, Net

Property and equipment consisted of the following (in millions):



	March 29, 2020		December 29, 2019
Land	$	12.2	$	12.2
Buildings and leasehold improvements:
Buildings	7.8		7.8
Leasehold improvements	26.8		25.5
Branch equipment	49.3		47.9
Office furniture and fixtures and vehicles:
Office furniture and fixtures	20.6		21.4
Vehicles	32.7		30.2
Finance lease right-of-use assets	52.8		46.3
Tooling	0.1		0.1
Construction in progress	3.3		2.9
Total property and equipment, gross	205.6		194.3
Less: accumulated depreciation and amortization	93.7		89.4
Total property and equipment, net	$	111.9	$	104.9

March 31, 2019 December 30, 2018
Land $ 12.2
$ 12.2
Buildings and leasehold improvements:
  Buildings 7.9
7.9
  Leasehold improvements 21.5
20.5
Branch equipment 38.6
36.8
Office furniture and fixtures and vehicles:
  Office furniture and fixtures 19.8
19.1
  Vehicles 27.5
58.1
Finance lease right-of-use assets 34.7
—
Tooling 0.1
0.1
Construction in progress 3.1
2.0
Total property and equipment, gross 165.4
156.7
Less: accumulated depreciation and amortization 74.2
68.3
Total property and equipment, net $ 91.2
$ 88.4

~~Depreciation and amortization~~Amortization of finance ROU assets and depreciation expense was approximately $7.0 million for the three months ended March 29, 2020, and $6.8 million for the three months ended March 31, 2019, respectively.

Capitalized software has an estimated useful life of three years. The amounts of total capitalized software costs, including purchased and ~~depreciation expense~~internally developed software, included in Other assets as of March 29, 2020 and December 29, 2019 were approximately $11.1 million and $10.9 million, less accumulated amortization of approximately $7.8 million and $7.4 million, respectively. Amortization of these software costs was ~~$4.8~~approximately $0.6 million and $0.5 million for the three months ended ~~April 1, 2018.~~March 29, 2020 and March 31, 2019, respectively.

Note 6. Goodwill and Intangible Assets, Net

Goodwill

The changes in the carrying amount of goodwill were as follows (in millions):



	December 30, 2019
	to March 29, 2020
Beginning balance	$	181.3
Goodwill acquired during the period	25.9
Goodwill adjusted during the period	(0.2		)
Ending balance	$	207.0

December 31, 2018
to March 31, 2019
Beginning balance $ 148.4
Goodwill acquired during the year 3.5
Goodwill adjusted during the year 1.1
Ending balance $ 153.0

Additions to goodwill during the three months ended March ~~31, 2019~~29, 2020 related to the acquisitions completed in ~~2019~~2020 as described in Note 3.

Intangible Assets

Intangible assets include customer relationships, and trademarks and other intangibles. Intangible assets with finite useful lives are amortized on an accelerated method or a straight-line method of amortization over their estimated useful lives. An accelerated amortization method reflecting the pattern in which the asset will be consumed is utilized if that pattern can be reliably determined. If that pattern cannot be reliably determined, a straight-line amortization method is used. The Company considers the period of expected cash flows and underlying data used to measure the fair value of the intangible assets when selecting a useful life.

During the three months ended March ~~31, 2019,~~29, 2020, the Company recorded ~~$4.1~~$20.9 million of intangible assets which related to customer relationships, and trademarks and other, primarily as a result of the acquisitions completed in ~~2019~~2020 as described in Note 3.3 and adjustments to purchase price allocations related to prior year acquisitions during the allowable measurement period.

The customer relationship intangible assets will be amortized over a weighted-average period of approximately 20 years. The trademarks and other intangible assets recorded will be amortized over a weighted-average period of approximately ~~six~~five years.

The following table summarizes the components of intangible assets (in millions, except weighted average remaining useful life):



		March 29, 2020						December 29, 2019
	Weighted Average Remaining Useful Life (Years)	Amount		Accumulated Amortization		Net		Amount		Accumulated Amortization		Net
Customer relationships	17.0	$	287.7	$	132.3	$	155.4	$	267.9	$	124.4	$	143.5
Trademarks and other	3.4	18.1		10.7		7.4		17.0		9.9		7.1
Total intangible assets		$	305.8	$	143.0	$	162.8	$	284.9	$	134.3	$	150.6

March 31, 2019 December 30, 2018
Weighted Average Remaining Useful Life (in Years) Amount Accumulated Amortization Net Amount Accumulated Amortization Net
Customer relationships 17.3 $ 246.9
$ 102.8
$ 144.1
$ 243.0
$ 95.6
$ 147.4
Trademarks and other 3.5 14.8
7.3
7.5
14.6
6.4
8.2
Total intangible assets $ 261.7
$ 110.1
$ 151.6
$ 257.6
$ 102.0
$ 155.6

Amortization expense for intangible assets was approximately $8.7 million for the three months ended March 29, 2020, and $8.1 million for the three months ended March 31, 2019, ~~and $6.3 million for the three months ended April 1, 2018.~~respectively.

Total future amortization estimated as of March ~~31, 2019,~~29, 2020, is as follows (in millions):



Fiscal year ending:
2020 (remainder)	$	24.7
2021	27.9
2022	22.9
2023	18.3
2024	14.3
Thereafter	54.7
Total future amortization	$	162.8

Fiscal year ending:
2019 (remainder) $ 22.8
2020 25.1
2021 20.8
2022 17.2
2023 13.7
Thereafter 52.0
Total future amortization
$ 151.6

Note 7. Leases

The Company determines if an arrangement is a lease at inception of a contract. The Company leases equipment and real estate including office space, branch locations, and distribution centers under operating leases. Finance lease obligations consist primarily of the Company’s vehicle fleet. Most leases include one or more options to renew, with renewal terms that can extend the lease term from 1 to 5 years or more. The exercise of lease renewal options is at the Company’s sole discretion. Certain leases include options to purchase the leased property. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheets. The Company ~~has elected the practical expedient to account~~accounts for each separate lease component of a contract and its associated non-lease components as a single lease component. ~~The Company also elected the package of practical expedients, which among other things, allows the Company to carry forward historical lease classification.~~ Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or lease liabilities and are expensed as incurred and recorded as variable lease expense.

ROU assets represent the Company's right to use an underlying asset during the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the net present value of fixed lease payments over the lease term. ROU assets also include any advance lease payments and are adjusted for lease incentives. As most of the Company's operating leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Finance lease agreements generally include an interest rate that is used to determine the present value of future lease payments. Operating fixed lease expense and finance lease amortization expense are recognized on a straight-line basis over the lease term.

The components of lease expense were as follows (in millions):


		Three Months Ended				Three Months Ended
Lease cost	Classification	March 31, 2019			Classification	March 29, 2020			March 31, 2019
Finance lease cost
Amortization of right-of-use assets	Selling, general and administrative expenses	$	1.8		Selling, general and administrative expenses	$	2.0		$	1.8
Interest on lease liabilities	Interest and other non-operating expenses, net	0.2			Interest and other non-operating expenses, net	0.3			0.2
Operating lease cost	Cost of goods sold	0.8			Cost of goods sold	0.8			0.8
Operating lease cost	Selling, general and administrative expenses	14.8			Selling, general and administrative expenses	16.0			14.8
Short-term lease cost	Selling, general and administrative expenses	0.4			Selling, general and administrative expenses	0.4			0.4
Variable lease cost	Selling, general and administrative expenses	0.1			Selling, general and administrative expenses	0.2			0.1
Sublease income	Selling, general and administrative expenses	(0.1		)	Selling, general and administrative expenses	(0.3		)	(0.1		)
Total lease cost		$	18.0			$	19.4		$	18.0

Supplemental cash flow information related to leases was as follows (in millions):



	Three Months Ended
Other information	March 29, 2020		March 31, 2019
Cash paid for amounts included in the measurements of lease liabilities
Operating cash flows from finance leases	$	0.3	$	0.2
Operating cash flows from operating leases	$	16.5	$	15.0
Financing cash flows from finance leases	$	1.8	$	1.7
Right-of-use assets obtained in exchange for new lease liabilities
Finance leases	$	6.6	$	3.3
Operating leases	$	21.5	$	10.6

Three Months Ended
Other information March 31, 2019
Cash paid for amounts included in the measurements of lease liabilities
    Operating cash flows from finance leases $ 0.2
    Operating cash flows from operating leases $ 15.0
    Financing cash flows from finance leases $ 1.7
Right-of-use assets obtained in exchange for new lease liabilities
Finance leases $ 3.3
Operating leases $ 10.6

The aggregate future lease payments for operating and finance leases as of March ~~31, 2019~~29, 2020 were as follows (in millions):



Maturity of Lease Liabilities	Operating Leases		Finance Leases
Fiscal year:
2020 (remainder)	$	42.7	$	6.8
2021	57.9		8.4
2022	47.5		6.7
2023	37.2		5.0
2024	27.9		2.6
2025	18.4		0.4
Thereafter	73.6		—
Total lease payments	305.2		29.9
Less: interest	61.5		2.3
Present value of lease liabilities	$	243.7	$	27.6

Maturity of Lease Liabilities Operating Leases Finance Leases
Fiscal year:
2019 (remainder) $ 38.1
$ 4.4
2020 48.7
4.9
2021 40.2
4.3
2022 30.5
2.7
2023 22.2
1.0
2024 13.8
0.1
Thereafter 61.6
—
Total lease payments 255.1
17.4
Less: interest 51.3
1.3
Present value of lease liabilities $ 203.8
$ 16.1

Average lease terms and discount rates were as follows:



Lease Term and Discount Rate	March ~~31, 2019~~29, 2020
Weighted-average remaining lease term (years)
Finance leases	~~3.5~~3.8
Operating leases	~~6.9~~7.0
Weighted-average discount rate
Finance leases	~~4.9~~4.4	%
Operating leases	5.9	%

As the Company did not restate prior year information for the adoption of ASC 842, future minimum lease payments for operating leases and capital leases as of December 30, 2018 as previously disclosed in the Company’s 2018 Annual Report on Form 10-K and under the previous lease accounting standard, were as follows (in millions):

Operating Leases Finance Leases
Fiscal year:
2019 $ 54.1
$ 5.8
2020 45.3
4.3
2021 37.7
3.6
2022 28.2
1.9
2023 20.2
0.4
Thereafter 71.4
—
Total minimum lease payments $ 256.9
$ 16.0
Less: amount representing interest 1.3
Present value of future minimum lease payments $ 14.7

Note 8. Employee Benefit and Stock Incentive Plans

The Company sponsors a defined contribution benefit plan for substantially all of its employees. ~~The Company’s~~Company contributions to the plan are based on a percentage of employee wages. The Company’s contributions to the plan were approximately $2.7 million for the three months ended March 29, 2020, and $2.6 million for the three months ended March 31, ~~2019, and $2.2 million for the three months ended April 1, 2018.~~2019.

The Company’s Omnibus Equity Incentive Plan (the “Omnibus Incentive Plan”), which became effective on April 28, 2016, provides for the grant of awards in the form of stock options, which may be either incentive stock options or non-qualified stock options; stock purchase rights; restricted stock; restricted stock units (“RSUs”); performance shares; performance stock units (“PSUs”); stock appreciation rights (“SARs”); dividend equivalents; deferred stock units (“DSUs”); and other stock-based awards. The Company also has outstanding stock-based awards under its stock incentive plan (“Stock Incentive Plan”) which commenced in May 2014 and terminated

upon adoption of the Omnibus Incentive Plan. However, awards previously granted under the Stock Incentive Plan were unaffected by the termination of the Stock Incentive Plan. Any shares covered by an award, or any portion thereof, granted under the Omnibus Incentive Plan or Stock Incentive Plan that terminates, is forfeited, is repurchased, expires or lapses for any reason will again be available for the grant of awards. Additionally, any shares tendered or withheld to satisfy the grant or exercise price or tax withholding obligations pursuant to any award under the Omnibus Incentive Plan will again be available for issuance. The aggregate number of shares which may be issued under the Omnibus Incentive Plan is 2,000,000 shares of which 563,176 remain available as of March 29, 2020.

The stock options and RSUs granted to employees vest over a four-year period at 25% per year. The DSUs granted to non-employee directors vest immediately but settlement is deferred until termination of the director’s service on the board or until a change of control of the Company. Stock options and RSUs expire ten years after the date of grant. PSUs granted to employees vest upon the achievement of the performance conditions, over a ~~three year~~three-year period, measured by the growth of the Company’s pre-tax income plus amortization relative to a select peer group, subject to adjustment based upon the application of a return on invested capital modifier.

The fair value of each stock option is estimated on the date of grant using the Black-Scholes options pricing model. The DSUs, RSUs and PSUs have grant date fair values equal to the fair market value of the underlying stock on the date of grant. Share-based compensation expense is recognized in the financial statements based upon fair value on the date of grant. The compensation cost for stock options and RSUs is recognized on a straight-line basis over the requisite vesting period. The Company recognizes compensation expense for PSUs when it is probable that the performance conditions will be achieved. The Company reassesses the probability of vesting at each reporting period and adjusts its compensation cost accordingly.

A summary of stock-based compensation activities during the three months ended March ~~31, 2019~~29, 2020 was as follows (in thousands):


	Stock Options		RSUs		DSUs		PSUs	Stock Options		RSUs		DSUs	PSUs
Outstanding as of December 30, 2018	2,463.5		85.9		24.7		—
Outstanding as of December 29, 2019								1,998.8		148.5		32.8	28.4
Granted	284.6		98.9		0.7		29.8	137.0		72.0		0.3	16.9
Exercised/Vested/Settled	(72.5	)	(21.1	)	(3.0	)	—	(265.6	)	(41.4	)	—	—
Expired or forfeited	(11.1	)	(2.7	)	—		—	(15.2	)	(4.3	)	—	(1.1	)
Outstanding as of March 31, 2019	2,664.5		161.0		22.4		29.8
Outstanding as of March 29, 2020								1,855.0		174.8		33.1	44.2

The weighted average grant date fair value of awards granted during the three months ended March ~~31, 2019~~29, 2020 was as follows:



	Weighted Average Grant Date Fair Value
Stock options	$	26.04
RSUs	$	101.77
DSUs	$	70.12
PSUs	$	101.87

Weighted Average
Grant Date Fair Value
Stock options $ 15.92
RSUs $ 51.62
DSUs $ 56.23
PSUs $ 51.69

A summary of stock-based compensation expenses recognized during the periods was as follows (in millions):



	Three Months Ended		Three Months Ended
	March 29, 2020		March 31, 2019
Stock options	$	1.2	$	1.1
RSUs	0.9		0.5
DSUs	0.2		0.1
PSUs	0.2		0.1
Total stock-based compensation	$	2.5	$	1.8

Three Months Ended
March 31, 2019 April 1, 2018
Stock options $ 1.1
$ 1.6
RSUs 0.5
0.3
DSUs 0.1
0.2
PSUs 0.1
—
Total stock-based compensation $ 1.8
$ 2.1

A summary of unrecognized stock-based compensation expense as of March ~~31, 2019~~29, 2020 was as follows:



	Unrecognized Compensation (in millions)		Weighted Average Remaining Period (Years)
Stock options	$	9.9	2.75
RSUs	$	12.1	3.28
DSUs	$	0.3	1.29
PSUs	$	2.5	2.42

Unrecognized Compensation
(in millions) Weighted Average
Remaining Period (Years)
Stock options $ 12.5
2.86
RSUs $ 8.1
3.34
DSUs $ 0.1
0.81
PSUs $ 1.5
2.75

Note 9. Long-Term Debt

Long-term debt was as follows (in millions):



	March 29, 2020			December 29, 2019
ABL facility	$	213.1		$	92.8
Term loan facility	440.7			441.8
Total gross long-term debt	653.8			534.6
Less: unamortized debt issuance costs and discounts on debt	(9.2		)	(9.7		)
Total debt	$	644.6		$	524.9
Less: current portion	(4.5		)	(4.5		)
Total long-term debt	$	640.1		$	520.4

March 31, 2019 December 30, 2018
ABL facility $ 199.1
$ 123.1
Term loan facility 444.0
446.2
Total gross long-term debt 643.1
569.3
Less: unamortized debt issuance costs and discounts on debt (11.1 ) (11.1 )
Total debt $ 632.0
$ 558.2
Less: current portion (4.5 ) (4.5 )
Total long-term debt $ 627.5
$ 553.7

ABL Facility

SiteOne Landscape Supply Holding, LLC (“Landscape Holding”) and SiteOne Landscape Supply, LLC (“Landscape,” and together with Landscape Holding, the “Borrowers”), each an indirect wholly-owned subsidiary of the Company, are parties to the credit agreement

dated December 23, 2013 (as amended by the First Amendment to the Credit Agreement, dated June 13, 2014, the Second Amendment to the Credit Agreement, dated January 26, 2015, the Third Amendment to the Credit Agreement, dated February 13, 2015, the Fourth Amendment to the Credit Agreement, dated October 20, 2015, the Omnibus Amendment to the Credit Agreement, dated May 24, 2017, and the Sixth Amendment to the Credit Agreement, dated February 1, 2019, the “ABL Credit Agreement”) providing for an asset-based credit facility (the “ABL Facility”) of up to $375.0 million, subject to borrowing base availability. The ABL Facility is secured by a first lien on the inventory and receivables of the Borrowers. The ABL Facility is guaranteed by SiteOne Landscape Supply Bidco, Inc. (“Bidco”), an indirect wholly-owned subsidiary of the Company, and each direct and indirect wholly-owned U.S. restricted subsidiary of Landscape. The availability under the ABL Facility was ~~$170.6~~$155.0 million and ~~$197.5~~$263.4 million as of March ~~31, 2019~~29, 2020 and December ~~30, 2018,~~29, 2019, respectively. Availability is determined using borrowing base calculations of eligible inventory and receivable balances less the current outstanding ABL Facility and letters of credit balances.

On February 1, 2019, the Company entered into the Sixth Amendment to Credit Agreement, to among other things, (i) extend the termination date to February 1, 2024, (ii) increase the aggregate principal amount of the commitments under the ABL Credit Agreement to $375.0 million pursuant to an increase via use of the existing “incremental” provisions of the ABL Credit Agreement, and (iii) amend certain terms of the ABL Credit Agreement and Guarantee and Collateral Agreement.

The interest rate on the ABL Facility is LIBOR plus an applicable margin ranging from 1.25% to 1.75% or an alternate base rate for U.S. denominated borrowings plus an applicable margin ranging from 0.25% to 0.75%. The interest rates on outstanding balances ~~were 4.00% and 4.10%~~ranged from 2.86% to 3.50% as of March ~~31,~~29, 2020 and was 3.21% as of December 29, 2019, ~~and December 30, 2018,~~ respectively. Additionally, the Borrowers paid a commitment fee of ~~0.250%~~0.25% and ~~0.250%~~0.25% on the unfunded amount as of March ~~31, 2019~~29, 2020 and December ~~30, 2018,~~29, 2019, respectively.

The ABL Facility is subject to mandatory prepayments if the outstanding loans and letters of credit exceed either the aggregate revolving commitments or the current borrowing base, in an amount equal to such excess. Additionally, the ABL Facility is subject to various covenants requiring minimum financial ratios and additional borrowings may be limited by these financial ratios. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs the lenders could elect to declare

all amounts outstanding under these agreements to be immediately due and payable, enforce their interest in collateral pledged under the agreement, or restrict the Borrowers’ ability to obtain additional borrowings under these agreements.

The ABL Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants consist of the following: fundamental changes, dividends and distributions, acquisitions, collateral, payments and modifications of restricted indebtedness, negative pledge clauses, changes in line of business, currency, commodity and other hedging transactions, transactions with affiliates, investments, limitations on indebtedness, and liens. The negative covenants are subject to the customary exceptions and also permit the payment of dividends and distributions, investments, permitted acquisitions and payments or redemptions of junior indebtedness upon satisfaction of a payment condition. As of March ~~31, 2019,~~29, 2020, the Company is in compliance with all of the ABL Facility covenants.

Term Loan Facility

The Borrowers entered into a syndicated senior term loan facility dated April 29, 2016, which was amended on November 23, 2016, May 24, 2017, December 12, 2017 and August 14, 2018 (the “Term Loan Facility”). The Term Loan Facility is guaranteed by Bidco and each direct and indirect wholly-owned U.S. restricted subsidiary of Landscape. The Term Loan Facility has a first lien on Property and equipment, Intangibles, and equity interests of Landscape, and a second lien on ABL Facility assets. In connection with the amendment on August 14, 2018, the final maturity date of the Term Loan Facility was extended to October 29, 2024.

Term Loan Facility Amendments

On August 14, 2018, the Company amended the Term Loan Facility (the “Fourth Amendment”) to, among other things, (i) add an additional credit facility under the Term Loan Facility consisting of additional term loans (the “Tranche E Term Loans”) in an aggregate principal amount of $347.4 million and (ii) increase the aggregate principal amount of Tranche E Term Loans under the Term Loan Facility to $447.4 million. Proceeds of the Tranche E Term Loans were used to, among other things, (i) repay in full the ~~term loans outstanding under the~~Tranche D Term ~~Loan Facility immediately prior to effectiveness of the Fourth Amendment~~Loans and (ii) repay approximately $96.8 million of borrowings outstanding under the ABL Facility.

Term Loan Facility, provided that certain terms of the Term Loan Facility were modified by the Fourth Amendment.The interest rate on the outstanding balance was ~~5.24%~~4.36% at March ~~31, 2019.~~29, 2020.

The Term Loan Facility contains customary representations and warranties and customary affirmative and negative covenants, which fully restrict retained earnings of the Borrowers. The negative covenants are limited to the following: limitations on indebtedness, restricted payments, restrictive agreements, sales of assets and subsidiary stock, transactions with affiliates, liens, fundamental changes, amendments, lines of business, and limitations on certain actions of the parent borrower. The negative covenants are subject to the customary exceptions.

The Term Loan Facility is payable in consecutive quarterly installments equal to 0.25% of the aggregate initial principal amount of the Tranche E Term Loans until the maturity date. In addition, the Term Loan Facility is subject to annual mandatory prepayments in an amount equal to 50% of excess cash flow, as defined in the Term Loan Credit Agreement for the applicable fiscal year if 50% of excess cash flow exceeds $10.0 million and the secured leverage ratio is greater than 3.00 to 1.00. As of March ~~31, 2019,~~29, 2020, the Company is in compliance with all of the Term Loan Facility covenants.

During the three months ended March 29, 2020, the Company incurred total interest expense of $7.7 million. Of this total, $6.9 million related to interest on the ABL Facility and the Term Loan Facility for the three months ended March 29, 2020. The debt issuance costs and discounts are amortized as interest expense over the life of the debt. Amortization expense related to debt issuance costs and discounts were $0.5 million for the three months ended March 29, 2020. The remaining $0.3 million of interest is primarily related to interest attributable to finance leases for the three months ended March 29, 2020.

During the three months ended March 31, 2019, the Company incurred total interest expense of $9.0 million. Of this total, $7.9 million related to interest on the ABL Facility and the Term Loan Facility. The debt issuance costs and discounts are amortized as interest expense over the life of the debt. As a result of the Sixth Amendment of the ABL Facility, unamortized debt issuance costs and discounts in the amount of $0.4 million were written off to expense and new debt fees and issuance costs of $0.9 million were capitalized during the three months ended March 31, 2019. Amortization expense related to debt issuance costs and discounts were $0.5 million. The remaining $0.2 million interest expense primarily related to interest attributable to finance leases.

During the three months ended April 1, 2018, the Company incurred total interest expense of $6.6 million. Of this total, $5.7 million related to interest on the ABL Facility and Term Loan Facility. The debt issuance costs and discounts are amortized as interest expense over the life of the debt. Amortization expense related to debt issuance costs and discounts were $0.8 million. The remaining $0.1 million interest expense primarily related to interest attributable to finance leases.

Note 10. Income Taxes

The Company’s effective tax rate was approximately 43.5% for the three months ended March 29, 2020 and 28.5% for the three months ended March 31, ~~2019 and 37.5% for the three months ended April 1, 2018.~~2019. The beneficial change in the effective rate was due primarily to ~~a decrease~~an increase in the amount of excess tax benefits from stock-based compensation recognized as a component of Income tax benefit in the Company’s Consolidated Statements of Operations. The Company recognized excess tax benefits of $5.5 million for the three months ended March 29, 2020 and $0.8 million for the three months ended March 31, ~~2019 and $3.0 million for the three months ended April 1, 2018.~~2019. The Company’s effective tax rate differs from its statutory rate based on a variety of factors, including overall profitability, the geographical mix of income taxes, and the related tax rates in the jurisdictions in which it operates.

In accordance with the provisions of ASC Topic 740, Income Taxes, the Company provides a valuation allowance against deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The assessment considers all available positive and negative evidence and is measured quarterly. The Company maintains a valuation allowance against certain state deferred tax assets where sufficient negative evidence exists to require a valuation allowance. During the three months ended March 29, 2020 and March 31, 2019, ~~and April 1, 2018,~~ the Company recorded no material increases or decreases to the valuation allowance against deferred tax assets.

Note 11. Commitments and Contingencies

Environmental liability: As part of the sale by LESCO, Inc. of its manufacturing assets in 2005, the Company retained the environmental liability associated with those assets. Remediation activities can vary substantially in duration and cost and it is difficult to develop precise estimates of future site remediation costs. The Company estimated in accrued liabilities the undiscounted cost of future remediation efforts to be approximately ~~$3.7~~$3.6 million and ~~$3.7~~$3.6 million as of March ~~31, 2019~~29, 2020 and December ~~30, 2018,~~29, 2019, respectively. The Company’s exposure is capped toat $2.4 million. The Company has recorded an indemnification asset in Other Assets against the liability as a result of these actions of approximately ~~$1.3~~$1.2 million and ~~$1.3~~$1.2 million as of March ~~31, 2019~~29, 2020 and December ~~30, 2018,~~29, 2019, respectively.

Letters of credit: As of March ~~31, 2019~~29, 2020 and December ~~30, 2018,~~29, 2019, outstanding letters of credit were ~~$5.3~~$6.9 million and ~~$4.5~~$5.3 million, respectively. There were no0 amounts drawn on the letters of credit for either period presented.

Note 12. Earnings (Loss) Per Share

The Company computes basic earnings (loss) per share (“EPS”) by dividing Net income (loss) attributable to common shares by the weighted average number of common shares outstanding for the period. The Company includes vested DSUs in the basic weighted average number of common shares calculation. The Company’s computation of diluted EPS reflects the ~~dilutive effects of potentially~~potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock, which include in-the-money outstanding stock options and RSUs. PSUs are excluded from the calculation of dilutive potential common shares until the performance conditions have been achieved. Using the treasury stock method, the effect of dilutive securities includes ~~these~~the additional shares of common stock that would have been outstanding based on the assumption that these potentially dilutive securities had been issued. The calculation of the effect of dilutive securities excludes any derived excess tax benefits or deficiencies from assumed future proceeds.

RSUs and stock options with exercise prices that are higher than the average market prices of our common stock for the periods presented are excluded from the diluted EPS calculation because the effect is anti-dilutive.

For the three months ended March 29, 2020 and March��31, 2019, ~~and April 1, 2018,~~ the assumed exercises of a portion of the Company’s employee stock options ~~RSUs,~~ and ~~DSUs~~RSUs were anti-dilutive and, therefore, the following potential shares of common stock were not included in the diluted earnings (loss) per common share calculation:

Three Months Ended
March 31, 2019 April 1, 2018
Weighted average potential common shares excluded because anti-dilutive
Employee stock options, RSUs and DSUs 2,720,452
3,303,825

Note 13. Subsequent Events

On April ~~5, 2019,~~1, 2020, the Company ~~acquired~~borrowed approximately $100 million under the ~~assets~~ABL Facility, resulting in approximately $319 million

outstanding. The Company elected to borrow such amount as a precautionary measure in order to increase its cash position and ~~assumed the liabilities~~preserve financial flexibility in light of ~~Landscape Depot, Inc. (“Landscape Depot”). With three locations in Greater Boston, Massachusetts, Landscape Depot is a market leader~~uncertainty in the ~~distribution of hardscapes and landscape supplies~~global markets resulting from the COVID-19 pandemic. The Company currently does not have plans to ~~landscape professionals.~~deploy these new funds other than seasonal investments in working capital. Borrowings under the ABL Facility are scheduled to mature on February 1, 2024.

On April 24, 2019, the Company acquired the assets and assumed the liabilities of Fisher’s Landscape Depot (“Fisher’s”). With two locations in Western Ontario, Canada, Fisher’s is a market leader in the distribution of hardscapes and landscape supplies to landscape professionals.

~~The acquisitions were not material and not expected to have a significant impact on the Company’s consolidated financial statements.~~

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with the unaudited consolidated financial statements and related notes included in this ~~report.~~Quarterly Report on Form 10-Q. The following discussion may contain forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this report, particularly in “Forward-Looking Statements” and the section entitled “Risk Factors” included herein and in the Annual Report on Form 10-K for the fiscal year ended December ~~30, 2018.~~29, 2019.

Overview

SiteOne Landscape Supply, Inc. (collectively with all of its subsidiaries referred to in this Quarterly Report on Form 10-Q as “SiteOne,” the “Company,” “we,” “us,” and “our”) indirectly owns 100% of the membership interest in SiteOne Landscape Supply Holding, LLC (“Landscape Holding”). Landscape Holding is the parent and sole owner of SiteOne Landscape Supply, LLC (“Landscape”).

We are the largest and only national wholesale distributor of landscape supplies in the United States and have a growing presence in Canada. Our customers are primarily residential and commercial landscape professionals who specialize in the design, installation and maintenance of lawns, gardens, golf courses, and other outdoor ~~spaces.Through~~spaces. Through our expansive North American network of over ~~540~~550 branch locations in 45 U.S. states and six Canadian provinces, we offer a comprehensive selection of more than 120,000 SKUs, including irrigation supplies, fertilizer and control products (e.g., herbicides), landscape accessories, nursery goods, hardscapes (including ~~paving,~~pavers, natural stone, and blocks), outdoor lighting, and ice melt ~~products.~~products to green industry professionals. We also provide value-added consultative services to complement our product ~~offering~~offerings and to help our customers operate and grow their businesses.

Impact of COVID-19 on Our Business

With the global outbreak of the novel coronavirus, COVID-19, and the declaration of a pandemic by the World Health Organization on March 11, 2020, we are keeping the safety of our associates, customers, and suppliers as our top priority while striving to continue to deliver quality products and exceptional service to our customers and communities. We are monitoring developments and following appropriate recommendations from health and government authorities while proactively seeking to implement safe behaviors, minimize potential exposures, and facilitate safe and healthy environments in our branches and other facilities.

The COVID-19 pandemic has resulted, and is likely to continue to result, in significant economic disruption and has and will likely continue to negatively affect our business. As of the date of this Quarterly Report, significant uncertainty exists concerning the magnitude of the impact and duration of the COVID-19 pandemic. Factors arising from the COVID-19 response that have or may negatively impact sales and gross margin in the future include, but are not limited to: limitations on the ability of our suppliers to manufacture, or procure from manufacturers, the products we sell, or to meet delivery requirements and commitments; limitations on the ability of our employees to perform their work due to impacts caused by the pandemic or local, state, or federal orders that restrict our operations or the operations of our customers; limitations on the ability of carriers to deliver our products to our branches and customers; limitations on the ability of our customers to conduct their business and purchase our products and services; decreased demand for our customers’ services; and limitations on the ability of our customers to pay us on a timely basis. While our branches and other facilities continue to operate, the COVID-19 pandemic and accompanying economic disruption have negatively impacted sales beginning at the end of the first quarter. We have experienced a decline in Organic Daily Sales of approximately 11% in April 2020 compared to the same period of 2019 as of the date of this filing. The decline has been consistent from the last week of the first quarter. We expect this trend to continue in the near-term given government mandated COVID-19 related restrictions and anticipate an improvement in demand when restrictions are eased and the COVID-19 pandemic and associated economic impacts moderate.

In response to the negative sales trend, we are evaluating and taking actions to reduce costs and spending across our organization. This includes reducing hiring activities, furloughing employees, and limiting discretionary spending. We have reduced and paused anticipated spending on capital investment projects, including the postponement of pending acquisitions, without sacrificing significant long-term growth or market opportunities.

Although there have been operational and other challenges to date, as well as lower sales at the end of the first quarter through the date of this filing, there has been no material adverse impact on our first quarter 2020 results of operations. We currently believe we have sufficient liquidity on hand to continue business operations during this volatile period. As disclosed in the Liquidity and Capital Resources section below, we had total available liquidity of approximately $177 million as of March 29, 2020, consisting of cash on hand and available capacity under an asset-based credit facility (the “ABL Facility”). In addition, on April 1, 2020, we borrowed approximately $100 million on our ABL Facility to enhance our cash position and increase our financial flexibility should market conditions continue to deteriorate. As of April 27, 2020, we have approximately $122 million of cash on hand and approximately

$47 million in available capacity under our ABL Facility. In addition, we have no debt maturities under our credit facilities until 2024.

We will continue to actively monitor the COVID-19 pandemic and may take further actions that alter our business operations if required by federal, state or local authorities or that we determine are in the best interests of our employees, customers, suppliers, and shareholders. While we are unable to determine or predict the nature, duration, or scope of the overall impact the COVID-19 pandemic will have on our business, results of operations, liquidity, or capital resources, we believe that it is important to provide this update on our Company, how our response to COVID-19 is progressing, and how our operations and financial condition may change as the fight against COVID-19 progresses. The situation surrounding COVID-19 remains fluid and the potential for a material impact to our Company increases the longer the virus impacts the level of economic activity in the United States and globally. For this reason, we cannot reasonably estimate with any degree of certainty the future impact COVID-19 may have on our results of operations, financial position, and liquidity. See Part II, Item 1A. - “Risk Factors”, for a discussion of risks which could have a material adverse effect on our operations and financial results.

Presentation

Our financial statements included in this report have been prepared in accordance with generally accepted accounting principles in the United States of America (“~~U.S.~~ GAAP”). We use a 52/53 week fiscal year with the fiscal year ending on the Sunday nearest to December 31 in each year. Our fiscal quarters end on the Sunday nearest to March 31, June 30, and September 30, respectively.

The discussion of our financial condition is presented for the three months ended March 29, 2020, which included 13 weeks and 65 Selling Days, and the three months ended March 31, 2019, which included 13 weeks and 64 Selling Days. “Selling Days” are defined below within the Key Business and Performance Metrics section.

We manage our business as a single reportable segment. Within our organizational framework, the same operational resources support multiple geographic regions and performance is evaluated at a consolidated level. We also evaluate performance based on discrete financial information on a regional basis. Since all of our regions have similar operations and share similar economic characteristics, we aggregate regions into a single operating and reportable segment. These similarities include (1) long-term financial performance, (2) the nature of products and services, (3) the types of customers we sell to, and (4) the distribution methods utilized.

Key Business and Performance Metrics

We focus on a variety of indicators and key operating and financial metrics to monitor the financial condition and performance of our business. These metrics include:

Net sales. We generate ~~net~~Net sales primarily through the sale of landscape supplies, including irrigation systems, fertilizer and control products, landscape accessories, nursery goods, hardscapes, and outdoor lighting to our customers who are primarily landscape contractors serving the residential and commercial construction sectors. Our ~~net~~Net sales include billings for freight and handling charges and commissions on the sale of control products that we sell as an agent. Net sales are presented net of any discounts, returns, customer rebates, and sales or other revenue-based ~~tax.~~taxes.

Non-GAAP Organic Sales. In managing our business, we consider all growth, including the opening of new greenfield branches, to be organic growth unless it results from an acquisition. When we refer to Organic Sales growth, we include increases in growth from newly-opened greenfield branches and decreases in growth from closing existing branches, but exclude increases in growth from acquired branches until they have been under our ownership for at least four full fiscal quarters at the start of the fiscal reporting period.

Non-GAAP Selling Days. Selling Days are defined as business days, excluding Saturdays, Sundays and holidays, that our branches are open during the year. Depending upon the location and the season, our branches may be open on Saturdays and Sundays; however, for consistency, those days have been excluded from the calculation of Selling Days.

Non-GAAP Organic Daily Sales. We define Organic Daily Sales as Organic Sales divided by the number of Selling Days in the relevant reporting period. We believe Organic Sales growth and Organic Daily Sales growth are useful measures for evaluating our performance as we may choose to open or close branches in any given market depending upon the needs of our customers or our strategic growth opportunities. ~~See~~Refer to “Results of Operations—Quarterly Results of Operations Data” for a reconciliation of Organic Daily Sales to Net sales.

Cost of goods sold. Our ~~cost~~Cost of goods sold includes all inventory costs, such as purchase price paid to suppliers, net of any ~~rebates received,~~volume-based incentives, as well as inbound freight and handling, and other costs associated with inventory. Our ~~cost~~Cost of goods sold

excludes the cost to deliver the products to our customers through our branches, which is included in ~~selling,~~Selling, general and administrative expenses. Cost of goods sold is recognized primarily using the first-in, first-out method of accounting for the inventory sold.

Gross profit and gross margin. We believe that ~~gross~~Gross profit and gross margin are useful for evaluating our operating performance. We define ~~gross~~Gross profit as ~~net~~Net sales less ~~cost~~Cost of goods sold, exclusive of depreciation. We define gross margin as ~~gross~~Gross profit divided by ~~net~~Net sales.

Selling, general and administrative expenses (operating expenses). Our operating expenses are primarily comprised of ~~selling,~~Selling, general and administrative costs, which include personnel expenses (salaries, wages, employee benefits, payroll taxes, ~~stock~~stock-based compensation and bonuses), rent, fuel, vehicle maintenance costs, insurance, utilities, repairs and maintenance, and professional fees. Operating expenses also include depreciation and amortization.

Non-GAAP Adjusted EBITDA. In addition to the metrics discussed above, we believe that Adjusted EBITDA is useful for evaluating the operating performance and efficiency of our business. EBITDA represents our ~~net~~Net income (loss) plus the sum of income tax (benefit)~~, depreciation and amortization and~~ expense, interest expense, net of interest ~~income.~~income, and depreciation and amortization. Adjusted EBITDA represents EBITDA as further adjusted for items such as stock-based compensation expense, (gain) loss on sale of assets not in the ordinary course of business, other non-cash items, financing fees, other fees and expenses related to acquisitions and other non-recurring (income) loss. ~~See~~Refer to “Results of Operations—Quarterly Results of Operations Data” for more information about how we calculate EBITDA and Adjusted EBITDA and the limitations of those metrics.

Key Factors Affecting Our Operating Results

In addition to the metrics described above, a number of other important factors may affect our results of operations in any given period.

Weather Conditions and Seasonality

In a typical year, our operating results are impacted by seasonality. Historically, our ~~net~~Net sales and ~~net~~Net income have been higher in the second and third quarters of each fiscal year due to favorable weather and longer daylight conditions during these quarters. Our ~~net~~Net sales have been significantly lower in the first and fourth quarters due to lower landscaping, irrigation, and turf maintenance activities in these quarters, and we have historically incurred net losses in these quarters. Seasonal variations in operating results may also be significantly impacted by inclement weather conditions, such as snow storms, wet weather, and hurricanes, which not only impact the demand for certain products like fertilizer and ice melt, but also may delay construction projects where our products are used.

Industry and Key Economic Conditions

Our business depends on demand from customers for landscape products and services. The landscape supply industry includes a significant amount of landscape products, such as irrigation systems, outdoor lighting, lawn care supplies, nursery goods, and landscape accessories, for use in the construction of newly built homes, commercial buildings, and recreational spaces. The landscape distribution industry has historically grown in line with rates of growth in residential housing and commercial building. The industry is also affected by trends in home prices, home sales, and consumer spending. As general economic conditions improve or deteriorate, consumption of these products and services also tends to fluctuate. The landscape ~~distribution~~supply industry also includes a significant amount of agronomics products such as fertilizer, herbicides, and ice melt for use in maintaining existing landscapes or facilities. The use of these products is also tied to general economic activity, but levels of sales are not as closely correlated to construction markets.

Popular Consumer Trends

Preferences in housing, lifestyle, and environmental awareness can also impact the overall level of demand and mix for the products we offer. Examples of current trends we believe are important to our business include a heightened interest in professional landscape services inspired by the popularity of home and garden television shows and ~~magazines;~~magazines, the increasingly popular concept of “outdoor living,” which has been a key driver of sales growth for our hardscapes and outdoor lighting ~~products;~~products, and the social focus on eco-friendly products that promote water conservation, energy efficiency, and the adoption of “green” standards.

Acquisitions

In addition to our organic growth, we continue to grow our business through acquisitions in an effort to better service our existing customers and to attract new customers. These acquisitions have allowed us to further broaden our product lines and extend our geographic reach and leadership positions in local markets. In accordance with ~~U.S.~~ GAAP, the results of the acquisitions are reflected in

our financial statements from the date of acquisition forward. WeAdditionally, we incur transaction costs in connection with identifying and completing acquisitions ~~and~~as well as ongoing integration costs as we integrate acquired companies and seek to achieve synergies. We completed the following acquisitions since the start of the ~~2018~~2019 fiscal year:

In March 2020, we acquired the assets and assumed the liabilities of Big Rock Natural Stone and Hardscapes, Inc. (“Big Rock”). With one location in the greater Greenville, South Carolina market, Big Rock is a distributor of hardscapes and landscape supplies to landscape professionals.

In January 2020, we acquired the assets and assumed the liabilities of The Garden Dept. Corp. (“Garden Dept.”). With three locations in the greater Long Island, New York market, Garden Dept. is a distributor of nursery and landscape supplies to landscape professionals.

In January 2020, we acquired the assets and assumed the liabilities of Empire Supplies (“Empire”). With three locations in the greater Newark-Union, New Jersey market, Empire is a distributor of hardscapes and landscape supplies to landscape professionals.

In January 2020, we acquired the assets and assumed the liabilities of Wittkopf Landscape Supply (“Wittkopf”). With two locations in the Spokane Valley, Washington market, Wittkopf is a distributor of hardscapes and landscape supplies to landscape professionals.

In December 2019, we acquired the assets and assumed the liabilities of Daniel Stone & Landscaping Supplies, Inc. (“Daniel Stone”). With one location in the greater Austin, Texas market, Daniel Stone is a distributor of hardscapes and landscape supplies to landscape professionals.

In December 2019, we acquired all of the members’ interests of Dirt Doctors, Inc. (“Dirt Doctors”). With three locations in the greater New England market, Dirt Doctors is a distributor of hardscapes and landscape supplies to landscape professionals.

In September 2019, we acquired the assets and assumed the liabilities of Design Outdoor, Inc. (“Design Outdoor”). With one location in the greater Reno/Lake Tahoe, Nevada area, Design Outdoor is a distributor of hardscapes products to landscape professionals.

In August 2019, we acquired the assets and assumed the liabilities of Trendset Concrete Products, Inc. (“Trendset”). With one location in the greater Seattle, Washington market, Trendset is a distributor of hardscapes products to landscape professionals.

In July 2019, we acquired the assets and assumed the liabilities of L.H. Voss Materials Dublin and its affiliates, Mt. Diablo Landscape Centers and Clark’s Home & Garden (collectively, “Voss”). With five locations across the East Bay in Northern California, Voss is a distributor of hardscapes and landscape supplies to landscape professionals.

In May 2019, we acquired the assets and assumed the liabilities of Stone and Soil Depot, Inc. (“Stone and Soil”). With three locations in the greater San Antonio, Texas market, Stone and Soil is a market leader in the distribution of hardscapes and landscape supplies to landscape professionals.

In April 2019, we acquired the assets and assumed the liabilities of Fisher’s Landscape Depot (“Fisher’s”). With two locations in Western Ontario, Canada, Fisher’s is a market leader in the distribution of hardscapes and landscape supplies to landscape professionals.

In April 2019, we acquired the assets and assumed the liabilities of Landscape Depot, Inc. (“Landscape Depot”). With three locations in the greater Boston, Massachusetts market, Landscape Depot is a market leader in the distribution of hardscapes and landscape supplies to landscape professionals.

In February 2019, we acquired the assets and assumed the liabilities of All Pro Horticulture, Inc. (“All Pro”). With one location in Long Island, New York, All Pro is a market leader in the distribution of agronomics and erosion control products to landscape professionals.

In January 2019, we acquired the assets and assumed the liabilities of Cutting Edge Curbing Sand & Rock (“Cutting Edge”). With one location in Phoenix, Arizona, Cutting Edge is a market leader in the distribution of hardscapes and landscape supplies to landscape professionals.

In December 2018, we acquired the assets and assumed the liabilities of All Around Landscape Supply and Santa Ynez Stone & Topsoil (“All Around”). With four locations in Santa Barbara County, California, All Around is a market leader in the distribution of irrigation, hardscapes, and landscape supplies to landscape professionals.

In October 2018, we acquired the assets and assumed the liabilities of C&C Sand and Stone (“C&C”). With four locations in Colorado, C&C is a market leader in the distribution of hardscapes and landscape supplies to landscape professionals.

In July 2018, we acquired the assets and assumed the liabilities of Central Pump & Supply, Inc. d/b/a CentralPro (“CentralPro”). With 11 locations throughout Central Florida, CentralPro is a market leader in the distribution of irrigation, lighting, and drainage products to landscape professionals.

In July 2018, we acquired the assets and assumed the liabilities of Stone Center LC (“Stone Center”). With one location in Manassas, Virginia, Stone Center is a market leader in the distribution of hardscapes and landscape supplies to landscape professionals.

In July 2018, we acquired the outstanding stock of Koppco, Inc. and Kirkwood Material Supply, Inc. (collectively “Kirkwood”). With eight locations in the St. Louis, Missouri metropolitan area, Kirkwood is a market leader in the distribution of hardscapes and nursery supplies to landscape professionals.

In July 2018, we acquired the outstanding stock of LandscapeXpress, Inc. (“Landscape Express”). With four locations in the Boston, Massachusetts metropolitan area, Landscape Express is a market leader in the distribution of hardscapes and landscape supplies to landscape professionals.

In June 2018, we acquired the assets and assumed the liabilities of Southwood Valley Turf II, Ltd, d/b/a All American Stone and Turf (“All American”). With one location in College Station, Texas, All American is a market leader in the distribution of hardscapes and landscape supplies to landscape professionals in East Texas.

In June 2018, we acquired the outstanding stock of Auto-Rain Supply Inc. (“Auto-Rain”). With five locations in Washington and Idaho, Auto-Rain is a market leader in the distribution of irrigation and related products to landscape professionals.

In May 2018, we acquired the assets and assumed the liabilities of Landscaper’s Choice Wholesale Nursery and Supply (“Landscaper’s Choice”). With two locations in Naples and Bonita Springs, Florida, Landscaper’s Choice is a market leader in wholesale nursery distribution.

In April 2018, we acquired the assets and assumed the liabilities of Northwest Marble & Terrazzo Co. (“Terrazzo”). With two locations in Bellevue and Marysville, Washington, Terrazzo is a market leader in the distribution of natural stone and hardscapes material to landscape professionals.

In March 2018, we acquired the assets and assumed the liabilities of the distribution locations of Village Nurseries Landscape Centers (“Village”). With three locations in Orange, Huntington Beach, and Sacramento, California, Village is a market leader in wholesale nursery distribution.

In February 2018, we acquired the outstanding stock of Atlantic Irrigation Specialties, Inc. and the limited liability company interests of Atlantic Irrigation South, LLC (collectively, “Atlantic”). With 33 locations in 12 states within the Eastern U.S. and two provinces in Eastern Canada, Atlantic is a market leader in the distribution of irrigation, lighting, drainage, and landscaping equipment to green industry professionals.

In January 2018, we acquired the assets and assumed the liabilities of Pete Rose, Inc. (“Pete Rose”). With one location in Richmond, Virginia, Pete Rose is a market leader in the distribution of natural stone and hardscapes material to landscape professionals.

Volume-Based Pricing

We generally procure our products through purchase orders rather than under long-term contracts with firm commitments. We work to develop strong relationships with a select group of suppliers that we target based on a number of factors, including brand and market recognition, price, quality, product support, service levels, delivery terms, and ~~their~~ strategic positioning. We ~~generally~~typically have annual supplier agreements, and while they generally do not provide for specific product pricing, many include volume-based financial incentives that we earn by meeting or exceeding ~~target~~ purchase ~~volumes.~~volume targets. Our ability to earn these volume-based incentives is an important factor in our financial results. In ~~limited~~certain cases, we have entered into supply contracts with terms that exceed one year for the manufacture of our LESCO^® branded fertilizer, ~~and~~ some nursery ~~stock~~goods, and grass seed, which may require us to purchase products in the future.

Strategic Initiatives

We continue to undertake operational initiatives, utilizing our scale to improve our profitability, enhance supply chain efficiency, strengthen our pricing and category management capabilities, streamline and refine our marketing process, and invest in more sophisticated information technology systems and data analytics. We are ~~increasingly~~ focusing on our procurement and supply chain management initiatives to better serve our customers and reduce sourcing costs. We are also implementing new inventory planning and stocking system functionalities and ~~evaluating ways to further improve the freight and logistics processes~~new transportation management systems in an effort to reduce costs as well as improve our reliability and level of service. In addition, we ~~have relaunched~~continue to enhance our website and ~~implemented a~~ B2B e-Commerce platform, which we believe provides the convenience of an online sales channel, enhanced account management functionality, and industry specific productivity tools for our customers. We also work closely with our local branches to improve sales, delivery, and branch productivity. We believe we will continue to benefit from the following initiatives, among others:

Pricing initiatives, including the development of a centralized pricing and discounting strategy and the implementation of data analytics to aid special pricing and bidding, were initiated beginning in the second quarter of 2015 and are expected to continue through 2021.

Category management initiatives, including the implementation of organic growth strategies, the development of our private label product strategy, the expansion of product lines, and the reorganization of brands and products by preferred suppliers, were initiated beginning in the first quarter of 2015 and are expected to continue through 2022.

Supply chain initiatives, including the implementation of new inventory planning and stocking systems, the installation of new distribution centers, local hubs in large markets, and local fleet utilization and cost improvement, were initiated in the fourth quarter of 2016 and are expected to continue through 2022.

Sales force performance initiatives, including the implementation of new compensation plans, the restructuring of our sales force, the formal sales and product training for sales force and management, and the implementation of a comprehensive CRM, were initiated beginning in the third quarter of 2015 and are expected to continue through 2022.

Marketing initiatives, including a relaunch of the Partners Program and implementation of a digital marketing strategy, were initiated beginning in the third quarter of 2015 and are expected to continue through 2022.

E-Commerce initiatives, including the relaunch of our website and the implementation of a B2B e-Commerce platform, which provides the convenience of an online sales channel, enhanced account management functionality, and industry specific productivity tools for our customers, are expected to continue through 2022.

Operational excellence initiatives, including the implementation of best practices in branch operations which encompasses safety, merchandising, stocking and assortment, customer engagement, delivery, labor management, as well as branch systems automation and enhancement including the rollout of barcoding, are expected to continue through 2022.

Working Capital

In addition to affecting our ~~net~~Net sales, fluctuations in prices of supplies tend to result in changes in our reported inventories, trade receivables, and trade payables, even when our sales volumes and our rate of turnover of these working capital items remain relatively constant. Our business is characterized by a relatively high level of reported working capital, the effects of which can be compounded by changes in prices. Our working capital needs are exposed to these price fluctuations, as well as to fluctuations in our cost for transportation and distribution. We might not always be able to reflect these increases in our pricing. The strategic initiatives described above are designed to reduce our exposure to these fluctuations and maintain and improve our efficiency.

Results of Operations

In the following discussion of our results of operations, we make comparisons between the three months endedMarch 29, 2020 and March 31, ~~2019 and April 1, 2018.~~2019.


(In millions)
Consolidated Statements of Operations

	Three Months Ended										Three Months Ended
	March 31, 2019					April 1, 2018					March 29, 2020					March 31, 2019
Net sales	$	417.3		100.0	%	$	371.4		100.0	%	$	459.8		100.0	%	$	417.3		100.0	%
Cost of goods sold	287.3			68.8	%	262.9			70.8	%	317.0			68.9	%	287.3			68.8	%
Gross profit	130.0			31.2	%	108.5			29.2	%	142.8			31.1	%	130.0			31.2	%
Selling, general and administrative expenses	155.8			37.3	%	131.7			35.5	%	167.1			36.3	%	155.8			37.3	%
Other income	1.1			0.3	%	2.6			0.7	%	1.0			0.2	%	1.1			0.3	%
Operating loss	(24.7		)	(5.9	)%	(20.6		)	(5.5	)%	(23.3		)	(5.1	)%	(24.7		)	(5.9	)%
Interest and other non-operating expenses, net	9.0			2.2	%	6.6			1.8	%	7.7			1.7	%	9.0			2.2	%
Income tax benefit	(9.6		)	(2.3	)%	(10.2		)	(2.7	)%	(13.5		)	(2.9	)%	(9.6		)	(2.3	)%
Net loss	$	(24.1	)	(5.8	)%	$	(17.0	)	(4.6	)%	$	(17.5	)	(3.8	)%	$	(24.1	)	(5.8	)%

Net sales

Net sales increased ~~12%~~10% to $459.8 million for the three months ended March 29, 2020 compared to $417.3 million for the three months ended March 31, ~~2019 compared to $371.4 million for the three months ended April 1, 2018.~~2019. Organic Daily Sales increased 5% in the first quarter of 2020 compared to the ~~prior-year period driven by strength in our agronomics product line (fertilizer, control products, ice melt, and equipment) which grew 7%.~~prior year period. Organic Daily Sales for landscaping products (irrigation, nursery, hardscapes, outdoor lighting, and landscape accessories) grew 3%9% in the first quarter of 2020 compared to the prior year period due to favorable weather and strong demand in our end markets. Organic Daily Sales for agronomics products (fertilizer, control products, ice melt, and equipment) decreased 1% in the first quarter of 2020 compared to the prior year period due to a decline in the sales of ice melt and associated equipment attributable to a warmer winter. Acquisitions contributed $20.7 million, or 5%, to the first quarter 2020 Net sales growth.

Cost of goods sold

Cost of goods sold increased 10% to $317.0 million for the three months ended March 31, 2019. The Organic Daily Sales growth for both landscaping and agronomic products reflects continued strength in the economy and price increases in response to cost inflation. Acquisitions contributed $29.5 million, or 8%, to net sales growth for the quarter.

~~Cost of goods sold~~

~~Cost of goods sold increased 9%~~29, 2020 compared to $287.3 million for the three months ended March 31, ~~2019 compared to $262.9 million for the three months ended April 1, 2018.~~2019. The increase in Cost of goods sold for the first quarter of ~~2019~~2020 was primarily attributable to Net sales growth, including acquisitions.

Gross profit and gross margin

Gross profit increased ~~20%~~10% to $142.8 million for the three months ended March 29, 2020 compared to $130.0 million for the three months ended March 31, ~~2019 compared to $108.5 million for the three months ended April 1, 2018.~~2019. Gross profit growth for the first quarter of ~~2019~~2020 was driven by Net sales growth, including acquisitions. ~~For the three months ended March 31, 2019, gross~~Gross margin ~~increased 200~~decreased 10 basis points to ~~31.2%~~31.1% for the first quarter of 2020 as compared to ~~29.2%~~31.2% for the ~~three months ended April 1, 2018. The increase~~first quarter of 2019. Gross margin in ~~gross margin was primarily due~~the first quarter of 2019compared to ~~improved pricing relative to prior year, opportunistic~~the first quarter of 2020 benefitted from the strategic inventory buys ~~and contributions from acquisitions.~~ahead of price increases.

Selling, general and administrative expenses

Selling, general and administrative expenses (“SG&A”) increased ~~18%~~7% to $167.1 million for the three months ended March 29, 2020 compared to $155.8 million for the three months ended March 31, ~~2019 compared~~2019. The increase in the first quarter of 2020 was primarily due to ~~$131.7 million for~~ the ~~three months ended April 1, 2018 due to~~additional operating expenses from ~~acquisitions and investments to support our growth.~~acquisitions. SG&A as a percentage of Net sales ~~increased~~decreased 100 basis points to 36.3% for the three months ended March 29, 2020 compared to 37.3% for the three months ended March 31, ~~2019 compared to 35.5% for the three months ended April 1, 2018.~~2019. The ~~change~~decrease in SG&A as a percentage of Net sales iswas primarily ~~due~~attributable to ~~the increased SG&A in our seasonally lowest sales volume quarter.~~solid Organic Sales growth combined with good expense management. Depreciation and amortization expense increased ~~$3.7~~$0.9 million to $16.3 million for the three months ended March 29, 2020 compared

to $15.4 million for the three months ended March 31, ~~2019 compared to $11.7 million for three months~~

~~ended April 1, 2018.~~2019. The increase in depreciation and amortization in the first ~~three months~~quarter of ~~2019~~2020 was primarily attributable to ~~our~~ acquisitions.

Interest and other non-operating expenses, net

Interest and other non-operating expenses, ~~increased $2.4~~net decreased $1.3 million to $7.7 million for the three months ended March 29, 2020 compared to $9.0 million for the three months ended March 31, ~~2019 compared to $6.6 million for the three months ended April 1, 2018.~~2019. The ~~change~~decrease in interest expense ~~was attributable to~~in the quarter primarily reflected a ~~higher~~lower interest rate and lower average outstanding debt balance ~~and increased interest rates in~~over the first three months of ~~2019~~2020 compared to the same period of ~~2018.~~2019.

Income tax benefit

Income tax benefit was $13.5 million for the three months ended March 29, 2020 compared to $9.6 million for the three months ended March 31, ~~2019 compared to $10.2 million~~2019. The effective tax rate was 43.5% for the three months ended ~~April 1, 2018. The effective tax rate was~~March 29, 2020 compared to 28.5% for the three months ended March 31, ~~2019 compared to 37.5% for the three months ended April 1, 2018.~~2019. The beneficial change in the effective rate was due primarily to ~~a decrease~~an increase in the amount of excess tax benefits from stock-based compensation recognized as a component of Income tax benefit in the ~~Company’s~~ Consolidated Statements of Operations. Excess tax benefits of ~~$0.8~~$5.5 million were recognized for the three months ended March ~~31, 2019~~29, 2020 compared to ~~$3.0~~$0.8 million for the three months ended ~~April 1, 2018.~~March 31, 2019.

Net loss

Net loss ~~increased $7.1~~decreased $6.6 million to $17.5 million for the three months ended March 29, 2020 compared to $24.1 million for the three months ended March 31, ~~2019 compared to $17.0 million for the three months ended April 1, 2018.~~2019. The ~~increase~~decrease in Net loss ~~for the first quarter of 2019~~ was primarily attributable to solid sales growth and the increased ~~operating and interest expense.~~Income tax benefit discussed above.

Quarterly Results of Operations Data

The following tables set forth certain financial data for each of the most recent eight fiscal quarters including our ~~net~~unaudited Net sales, ~~cost~~Cost of goods sold, ~~gross~~Gross profit, ~~selling,~~Selling, general and administrative expenses, ~~net~~Net income (loss), and Adjusted EBITDA data (including a reconciliation of Adjusted EBITDA to ~~net~~Net income (loss)) ~~for each of the most recent eight quarters in fiscal years 2019, 2018 and 2017.~~. We have prepared the quarterly data on a basis that is consistent with the financial statements included in this ~~report.~~Quarterly Report on Form 10-Q. In the opinion of management, the financial information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of ~~the~~these data. This information is not a complete set of financial statements and should be read in conjunction with our financial statements and related notes included in this ~~report.~~Quarterly Report on Form 10-Q. The results of historical periods are not necessarily indicative of the results of operations for a full year or any future period.

																																																	(In millions, except per share information and percentages)
	2019			2018												2017									2020			2019												2018
	Qtr 1			Qtr 4			Qtr 3			Q2			Qtr 1			Qtr 4			Qtr 3			Qtr 2			Qtr 1			Qtr 4			Qtr 3			Qtr 2			Qtr 1			Qtr 4			Qtr 3			Qtr 2

Net sales	$	417.3		$	474.6		$	578.5		$	687.8		$	371.4		$	415.7		$	502.4		$	608.6		$	459.8		$	535.0		$	652.8		$	752.4		$	417.3		$	474.6		$	578.5		$	687.8
Cost of goods sold	287.3			325.9			387.5			457.9			262.9			283.8			342.1			406.2			317.0			365.0			437.6			494.4			287.3			325.9			387.5			457.9
Gross profit	130.0			148.7			191.0			229.9			108.5			131.9			160.3			202.4			142.8			170.0			215.2			258.0			130.0			148.7			191.0			229.9
Selling, general and administrative expenses	155.8			150.1			151.8			145.2			131.7			133.8			128.1			126.6			167.1			166.8			165.0			166.7			155.8			150.1			151.8			145.2
Other income	1.1			2.0			2.3			1.1			2.6			0.7			1.6			1.3			1.0			1.2			2.3			1.4			1.1			2.0			2.3			1.1
Operating income (loss)	(24.7		)	0.6			41.5			85.8			(20.6		)	(1.2		)	33.8			77.1			(23.3		)	4.4			52.5			92.7			(24.7		)	0.6			41.5			85.8
Interest and other non-operating expenses	9.0			8.3			9.2			8.0			6.6			6.2			6.2			6.6			7.7			7.5			8.2			8.7			9.0			8.3			9.2			8.0
Income tax (benefit) expense	(9.6		)	(5.6		)	2.4			14.7			(10.2		)	(11.4		)	10.7			26.3			(13.5		)	(5.6		)	9.7			19.3			(9.6		)	(5.6		)	2.4			14.7
Net income (loss)	$	(24.1	)	$	(2.1	)	$	29.9		$	63.1		$	(17.0	)	$	4.0		$	16.9		$	44.2		$	(17.5	)	$	2.5		$	34.6		$	64.7		$	(24.1	)	$	(2.1	)	$	29.9		$	63.1
Net income (loss) per common share:
Basic	$	(0.59	)	(0.05		)	$	0.74		$	1.56		$	(0.43	)	$	0.10		$	0.42		$	1.11		$	(0.42	)	$	0.06		$	0.84		$	1.57		$	(0.59	)	$	(0.05	)	$	0.74		$	1.56
Diluted	$	(0.59	)	(0.05		)	$	0.70		$	1.48		$	(0.43	)	$	0.09		$	0.41		$	1.07		$	(0.42	)	$	0.06		$	0.81		$	1.52		$	(0.59	)	$	(0.05	)	$	0.70		$	1.48
Adjusted EBITDA⁽¹⁾	$	(5.9	)	$	18.1		$	60.0		$	103.0		$	(5.1	)	$	15.3		$	48.4		$	92.3		$	(3.6	)	$	22.2		$	70.5		$	114.3		$	(5.9	)	$	18.1		$	60.0		$	103.0
Net sales as a percentage of annual net sales				22.4		%	27.4		%	32.6		%	17.6		%	22.3		%	27.0		%	32.7		%
Gross profit as a percentage of annual gross profit				21.9		%	28.2		%	33.9		%	16.0		%	22.2		%	26.9		%	34.0		%
Net sales as a percentage of annual Net sales																												22.7		%	27.7		%	31.9		%	17.7		%	22.4		%	27.4		%	32.6		%
Gross profit as a percentage of annual Gross profit																												22.0		%	27.8		%	33.4		%	16.8		%	21.9		%	28.2		%	33.9		%
Adjusted EBITDA as a percentage of annual Adjusted EBITDA				10.3		%	34.1		%	58.5		%	(2.9		)%	9.7		%	30.8		%	58.7		%				11.0		%	35.1		%	56.8		%	(2.9		)%	10.3		%	34.1		%	58.5		%

(1)

In addition to our ~~net~~Net income (loss) determined in accordance with ~~U.S.~~ GAAP, we present Adjusted EBITDA in this ~~report~~Quarterly Report on Form 10-Q to evaluate the operating performance and efficiency of our business. EBITDA represents our ~~net~~Net income (loss) plus the sum of income tax (benefit)~~, depreciation and amortization, and~~ expense, interest expense, net of interest ~~income.~~income, and depreciation and amortization. Adjusted EBITDA is further adjusted for stock-based compensation expense, (gain) loss on sale of assets, ~~not in the ordinary course of business,~~ other non-cash items, financing fees, other fees, and expenses related to acquisitions and other non-recurring (income) loss. We believe that Adjusted EBITDA is an important supplemental measure of operating performance because:

Adjusted EBITDA is used to test compliance with certain covenants under our long-term debt agreements;

Adjusted EBITDA is frequently used by securities analysts, investors, and other interested parties in their evaluation of companies, many of which present an Adjusted EBITDA measure when reporting their results;

Adjusted EBITDA is helpful in highlighting operating trends, because it excludes the results of decisions that are outside the control of operating management and that can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate, age and book depreciation of facilities, and capital investments;

we consider ~~(gain) loss~~(gains) losses on the acquisition, disposal and impairment of assets as resulting from investing decisions rather than ongoing operations; and

other significant non-recurring items, while periodically affecting our results, may vary significantly from period to period and have a disproportionate effect in a given period, which affects comparability of our results.

Adjusted EBITDA is not a measure of our liquidity or financial performance under ~~U.S.~~ GAAP and should not be considered as an alternative to ~~net~~Net income, operating income, or any other performance measures derived in accordance with ~~U.S.~~ GAAP, or as an alternative to cash flow from operating activities as a measure of our liquidity. The use of Adjusted EBITDA instead of ~~net~~Net income has limitations as an analytical tool. For example, this measure:

does not reflect changes in, or cash requirements for, our working capital needs;

does not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

does not reflect our ~~income~~Income tax (benefit) expense or the cash requirements to pay our income taxes;

does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; and

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and does not reflect any cash requirements for such replacements.

Management compensates for these limitations by relying primarily on ~~our U.S.~~the GAAP results and by using Adjusted EBITDA only as a supplement to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies limiting their usefulness as a comparative measure.

The following table presents a reconciliation of Adjusted EBITDA to ~~net~~Net income (loss):


(In millions)	(In millions)																						(In millions)
		2019			2018											2017								2020			2019										2018
		Qtr 1			Qtr 4			Qtr 3			Qtr 2		Qtr 1			Qtr 4			Qtr 3		Qtr 2			Qtr 1			Qtr 4			Qtr 3		Qtr 2		Qtr 1			Qtr 4			Qtr 3			Qtr 2
Reported net income (loss)		$	(24.1	)	$	(2.1	)	$	29.9		$	63.1	$	(17.0	)	$	4.0		$	16.9	$	44.2
Reported Net income (loss)																							Reported Net income (loss)	$	(17.5	)	$	2.5		$	34.6	$	64.7	$	(24.1	)	$	(2.1	)	$	29.9		$	63.1
	Income tax (benefit) expense	(9.6		)	(5.6		)	2.4			14.7		(10.2		)	(11.4		)	10.7		26.3		Income tax (benefit) expense	(13.5		)	(5.6		)	9.7		19.3		(9.6		)	(5.6		)	2.4			14.7
	Interest expense, net	9.0			8.3			9.2			8.0		6.6			6.2			6.2		6.6		Interest expense, net	7.7			7.5			8.2		8.7		9.0			8.3			9.2			8.0
	Depreciation and amortization	15.4			14.0			14.1			12.5		11.7			11.4			11.1		10.8		Depreciation and amortization	16.3			14.8			14.6		14.7		15.4			14.0			14.1			12.5
EBITDA	EBITDA	(9.3		)	14.6			55.6			98.3		(8.9		)	10.2			44.9		87.9		EBITDA	(7.0		)	19.2			67.1		107.4		(9.3		)	14.6			55.6			98.3
	Stock-based compensation^(a)	1.8			1.8			1.9			2.1		2.1			1.4			1.5		1.6		Stock-based compensation^(a)	2.5			2.0			2.5		5.4		1.8			1.8			1.9			2.1
	(Gain) loss on sale of assets^(b)	0.1			(0.1		)	(0.3		)	0.1		(0.1		)	0.4			—		0.1		(Gain) loss on sale of assets^(b)	0.1			0.1			0.1		—		0.1			(0.1		)	(0.3		)	0.1
	Financing fees^(c)	—			0.1			0.7			—		—			0.2			0.4		1.1		Financing fees^(c)	—			—			—		—		—			0.1			0.7			—
	Acquisitions and other adjustments^(d)	1.5			1.7			2.1			2.5		1.8			3.1			1.6		1.6		Acquisitions and other adjustments^(d)	0.8			0.9			0.8		1.5		1.5			1.7			2.1			2.5
Adjusted EBITDA^(e)	Adjusted EBITDA^(e)	$	(5.9	)	$	18.1		$	60.0		$	103.0	$	(5.1	)	$	15.3		$	48.4	$	92.3	Adjusted EBITDA^(e)	$	(3.6	)	$	22.2		$	70.5	$	114.3	$	(5.9	)	$	18.1		$	60.0		$	103.0


(a)	Represents stock-based compensation expense recorded during the period.


(b)	Represents any gain or loss associated with the sale of assets not in the ordinary course of business.


(c)	Represents fees associated with our debt refinancing and debt ~~amendments, as well as fees incurred in connection with our secondary offerings.~~amendments.

(d)

Represents professional fees, retention and severance payments, and performance bonuses related to historical acquisitions. Although we have incurred professional fees, retention and severance payments, and performance bonuses related to acquisitions in several historical periods and expect to incur such fees and payments for any future acquisitions, we cannot predict the timing or amount of any such fees or payments.


(e)	Adjusted EBITDA excludes any earnings or loss of acquisitions prior to their respective acquisition dates for all periods presented.

The following table presents a reconciliation of Organic Daily Sales to ~~net~~Net sales:


(In millions, except Selling Days)
		2019		2018
		Qtr 1		Qtr 1			2020		2019
Reported net sales		$	417.3	$	371.4
							Qtr 1		Qtr 1
Reported Net sales						Reported Net sales	$	459.8	$	417.3
	Organic Sales	377.3		360.9		Organic Sales^(a)	434.8		413.0
	Acquisition contribution^(a)	40.0		10.5		Acquisition contribution^(b)	25.0		4.3
Selling Days	Selling Days	64		64		Selling Days	64		64
Organic Daily Sales	Organic Daily Sales	$	5.9	$	5.6	Organic Daily Sales	$	6.8	$	6.5


(a)	Organic Sales equal Net sales less Net sales from branches acquired in 2019 and 2020.


(b)	Represents ~~net~~Net sales from acquired branches that have not been under our ownership for at least four full fiscal quarters at the start of the 2020 Fiscal Year. Includes Net sales from branches acquired in 2019 ~~fiscal year.~~and 2020.

Liquidity and Capital Resources

Our ongoing liquidity needs are expected to be funded by cash on hand, net cash provided by operating activities and, as required, borrowings under the ABL Facility. We expect that cash provided from operations and available capacity under the ABL Facility will provide sufficient funds to operate our business, make expected capital expenditures, and meet our liquidity requirements for the following 12 months, including payment of interest and principal on our debt.

Our borrowing base capacity under the ABL Facility was ~~$170.6~~$155.0 million as of March ~~31, 2019,~~29, 2020, after giving effect to approximately ~~$199.1~~$213.1 million of revolving credit loans under the ABL Facility, an increase of ~~$76.0~~$120.3 million from ~~$123.1~~$92.8 million of revolving credit loans as of December ~~30, 2018.~~29, 2019. As of March ~~31, 2019,~~29, 2020, we had total cash and cash equivalents of ~~$21.1~~$22.0 million, total gross long-term debt of ~~$643.1~~$653.8 million and finance leases of ~~$16.1~~$27.6 million.

Working capital was ~~$482.9~~$520.8 million as of March ~~31, 2019, a decrease~~29, 2020, an increase of ~~$0.1~~$65.8 million as compared to ~~$483.0~~$455.0 million as of December ~~30, 2018.~~29, 2019. The change in working capital reflects an increase in inventory and accounts ~~payable~~receivable due to ~~acquisitions and the seasonality~~seasonal fluctuations of our business ~~offset by the $45.2 million addition of the Current portion of operating leases liability as a result of the adoption of the lease accounting standard during the first quarter of 2019.~~

and additions from new acquisitions.

Information about our cash flows, by category, is presented in our statements of cash flows and is summarized below:


(In millions)
	Three Months Ended						Three Months Ended
	March 31, 2019			April 1, 2018			March 29, 2020			March 31, 2019
Net cash provided by (used in):
Operating activities	$	(48.5	)	$	(40.8	)	$	(65.6	)	$	(48.5	)
Investing activities	$	(19.2	)	$	(55.3	)	$	(50.7	)	$	(19.2	)
Financing activities	$	71.4		$	111.2		$	119.6		$	71.4

Cash flow ~~provided by (used in)~~used in operating activities

Net cash used in operating activities for the three months ended March ~~31, 2019~~29, 2020 was ~~$48.5~~$65.6 million compared to net cash used in operating activities of ~~$40.8~~$48.5 million for the three months ended ~~April 1, 2018.~~March 31, 2019. The increase was primarily due to ~~a reduction~~the working capital build in ~~accounts payable due to timing of~~preparation for our ~~inventory purchases for the~~ spring ~~season during the first three months of 2019 compared to the same period of 2018.~~selling season.

Cash flow used in investing activities

Net cash used in investing activities was $50.7 million for the three months ended March 29, 2020 compared to $19.2 million for the three months ended March 31, ~~2019 compared to $55.3 million for the three months ended April 1, 2018.~~2019. The ~~decrease reflects less~~increase reflected higher acquisition investment during the first three months of ~~2019~~2020 compared to the same period of ~~2018. In addition, capital~~2019.

Capital expenditures were $4.6 million for the first three months of 2020, compared to $6.4 million for the first three months of 2019 ~~compared to $2.0 million for the first three months of 2018~~ due to ~~increased~~lower investment in expenditures for ~~information technology and~~ material handling ~~equipment.~~equipment used at our branches.

Cash flow provided by financing activities

Net cash provided by financing activities was $119.6 million for the three months ended March 29, 2020 compared to $71.4 million for the three months ended March 31, ~~2019 compared to $111.2 million for the three months ended April 1, 2018.~~2019. The ~~decrease~~increase primarily ~~reflects less~~reflected higher borrowings to fund investments in acquisitions and lower operating cash flows during the three months ended March ~~31, 2019~~29, 2020 compared to the same period of ~~2018.~~2019.

Off Balance Sheet Arrangement

None.

External Financing

Term Loan Facility

Landscape Holding and Landscape (collectively, the “Term Loan Borrower”) are parties to the Amended and Restated Term Loan Credit Agreement dated April 29, 2016, which was amended on November 23, 2016, May 24, 2017, December 12, 2017, and August 14, 2018, providing for a senior secured term loan facility (the “Term Loan Facility”), with UBS AG, Stamford Branch as administrative agent and collateral agent, and the other financial institutions and lenders from time to time party thereto. In connection with the amendment on August 14, 2018, the final maturity date of the Term Loan Facility was extended to October 29, 2024.

In addition, however, the Amended and Restated Term Loan Credit Agreement provides the right for individual lenders to extend the maturity date of their loans upon the request of Landscape Holding without the consent of any other lender.

Subject to certain conditions, without the consent of the then existing lenders (but subject to the receipt of commitments), the Term Loan Facility may be increased (or a new term loan facility, revolving credit facility, or letter of credit facility added) by up to (i) the greater of (a) $175.0 million and (b) 100% of Consolidated EBITDA (as defined in the Amended and Restated Term Loan Credit Agreement) for the trailing 12-month period plus (ii) an additional amount that will not cause the net secured leverage ratio after giving effect to the incurrence of such additional amount and any use of proceeds thereof to exceed 3.50 to 1.00.

The Term Loan Facility is subject to mandatory prepayment provisions, covenants, and events of default. Failure to comply with these covenants and other provisions could result in an event of default under the Term Loan Facility. If an event of default occurs, the lenders could elect to declare all amounts outstanding under the Term Loan Facility to be immediately due and payable and enforce their interest in collateral pledged under the agreement.

Term Loan Facility Amendments

The Tranche E Term Loans bear interest, at Landscape Holding’s option, at either (i) an adjusted LIBOR rate (as defined in the Term Loan Facility) plus an applicable margin equal to 2.75% or (ii) an alternative base rate plus an applicable margin equal to 1.75%. The other terms of the Tranche E Term Loans are generally the same as the terms applicable to the previously existing term loans under the Term Loan Facility, provided that certain terms of the Term Loan Facility were modified by the Fourth Amendment.The interest rate on the outstanding balance was ~~5.24%~~4.36% at March ~~31, 2019.~~29, 2020.

The Term Loan Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants limit the ability of Landscape Holding and Landscape to:

incur additional indebtedness;

pay dividends, redeem stock, or make other distributions;

repurchase, prepay, or redeem subordinated indebtedness;

make investments;

create restrictions on the ability of Landscape Holding’s restricted subsidiaries to pay dividends or make other intercompany transfers;

create liens;

transfer or sell assets;

make negative pledges;

consolidate, merge, sell, or otherwise dispose of all or substantially all of Landscape Holding’s assets;

conduct, transact, or otherwise engage in businesses or operations at Landscape Holding other than certain specified exceptions relating to its role as a holding company of Landscape and its subsidiaries;

enter into certain transactions with affiliates; and

designate subsidiaries as unrestricted subsidiaries.

ABL Facility

Landscape Holding and Landscape (collectively, the “ABL Borrower”) are parties to the credit agreement dated December 23, 2013 (as amended by the First Amendment to the Credit Agreement, dated June 13, 2014, the Second Amendment to the Credit Agreement, dated January 26, 2015, the Third Amendment to the Credit Agreement, dated February 13, 2015, the Fourth Amendment to the Credit Agreement, dated October 20, 2015, the Omnibus Amendment to the Credit Agreement, dated May 24, 2017, and the Sixth Amendment to the Credit Agreement, dated February 1, 2019,~~the “ABL Credit Agreement”)~~ providing for an ~~asset-based credit facility (the “ABL Facility”)~~ABL Facility in the amount of up to $375.0 ~~million, subject to borrowing base availability.~~million. The ABL Facility is secured by a first lien on the inventory and receivables of the Borrowers. The ABL Facility is guaranteed by SiteOne Landscape Supply Bidco, Inc. (“Bidco”), an indirect wholly-owned subsidiary of the Company, and each direct and indirect wholly-owned U.S. restricted subsidiary of Landscape. Availability is determined using borrowing base calculations of eligible inventory and receivable balances. The interest rate on the ABL Facility is LIBOR (as defined in the ABL Credit Agreement) plus an applicable margin ranging from 1.25% to 1.75% or an alternate base rate for U.S. denominated borrowings plus an applicable margin ranging from 0.25% to 0.75%. The interest rates on outstanding balances ~~were 4.00% and 4.10%~~ranged from 2.86% to 3.50% as of March ~~31,~~29, 2020 and was 3.21% as of December 29, 2019, ~~and December 30, 2018,~~ respectively. Additionally, the Borrowers paid a commitment fee of ~~0.250%~~0.25% and ~~0.250%~~0.25% on the unfunded amount as of March ~~31, 2019~~29, 2020 and December ~~30, 2018,~~29, 2019, respectively.

On As of March 29, 2020, the outstanding balance on the ABL Facility was $213.1 million with a maturity date of February 1, 2019, we entered into the Sixth Amendment to Credit Agreement, to among other things, (i) extend the termination date to February 1, 2024, (ii) increase the aggregate principal amount of the commitments under the ABL Credit Agreement to $375.0 million pursuant to an increase via use of the existing “incremental” provisions of the ABL Credit Agreement, and (iii) amend certain terms of the ABL Credit Agreement and Guarantee and Collateral Agreement.2024.

The ABL Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants are limited to the following: limitations on indebtedness, dividends, distributions and other restricted payments, investments, acquisitions, prepayments or redemptions of indebtedness under the Term Loan Facility, amendments of the Term Loan Facility, transactions with affiliates, asset sales, mergers, consolidations, and sales of all or substantially all assets, liens, negative pledge clauses, changes in fiscal periods, changes in line of business, and hedging transactions. The negative covenants are subject to customary exceptions and also permit the payment of dividends and distributions, investments, permitted acquisitions, payments or redemptions of indebtedness under the Term Loan Facility, asset sales and mergers, consolidations, and sales of all or substantially all assets involving subsidiaries upon satisfaction of a “payment condition.” The payment condition is deemed satisfied upon 30-day specified excess availability and specified availability exceeding agreed upon thresholds and, in certain cases, the absence of specified events of default or known events of default and pro forma compliance with a consolidated fixed charge coverage ratio of 1.00 to 1.00.

Subject to certain conditions, without the consent of the then existing lenders (but subject to the receipt of commitments), the ABL Facility may be increased (or a new term loan facility added) by up to (i) the greater of (a) $175.0 million and (b) 100% of Consolidated EBITDA (as defined in the Amended and Restated Term Loan Credit Agreement) for the trailing 12-month period plus (ii) an additional amount that will not cause the net secured leverage ratio after giving effect to the incurrence of such additional amount and any use of proceeds thereof to exceed 5.00 to 1.00.

There are no financial covenants included in the ABL Credit Agreement, other than a springing minimum consolidated fixed charge coverage ratio of at least 1.00 to 1.00, which is tested only when specified availability is less than 10.0% of the lesser of (x) the then applicable borrowing base and (y) the then aggregate effective commitments under the ABL Facility, and continuing until such time as specified availability has been in excess of such threshold for a period of 30 consecutive calendar days.

Failure to comply with the covenants and other provisions included in the ABL Credit Agreement could result in an event of default under the ABL Facility. If an event of default occurs, the lenders could elect to declare all amounts outstanding under the ABL Facility to be immediately due and payable, enforce their interest in collateral pledged under the agreement, or restrict the borrowers’ ability to obtain additional borrowings thereunder.

Subsequent Events

As previously discussed, on April 1, 2020, we borrowed approximately $100 million under the ABL Facility, resulting in approximately $319 million outstanding. We have approximately $47 million in available capacity under the ABL Facility and approximately $122 million of cash on hand as of April 27, 2020. We elected to borrow such amount as a precautionary measure in order to increase our cash position and preserve financial flexibility in light of uncertainty in the global markets resulting from the COVID-19 pandemic. We currently do not have plans to deploy these new funds other than seasonal investments in working capital.

Limitations on Distributions and Dividends by Subsidiaries

The ability of our subsidiaries to make distributions and dividends to us depends on their operating results, cash requirements, ~~and~~ financial condition, and general business conditions, as well as restrictions under the laws of our subsidiaries’ jurisdictions.

The agreements governing the Term Loan Facility and the ABL Facility ~~(collectively, the “Credit Facilities”)~~ restrict the ability of our subsidiaries to pay dividends, make loans, or otherwise transfer assets to us. Further, our subsidiaries are permitted

under the terms of the ~~Credit Facilities~~Term Loan Facility and the ABL Facility and other indebtedness to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends, or the making of loans to us.

Interest Rate Swaps

~~The Company is~~We are subject to interest rate risk with regard to existing and future issuances of debt. ~~The Company utilizes~~We utilize interest rate swap contracts to reduce ~~its~~our exposure to fluctuations in variable interest rates for future interest payments on existing debt. ~~The Company~~We entered into various forward-starting interest rate swap contracts to convert the variable interest rate to a fixed interest rate on portions of the borrowings under the Term Loan Facility. For additional information ~~see~~refer to “Note 4. Fair Value Measurement and Interest Rate Swaps” in the notes to the consolidated financial statements.

We recognize any differences between the variable interest rate payments and the fixed interest rate settlements from the swap counterparties as an adjustment to interest expense over the life of the swaps. We have designated these swaps as cash flow hedges and ~~will~~ record the changes in the estimated fair value of the swaps to Accumulated other comprehensive income (loss) on our Consolidated Balance Sheets. To the extent the interest rate swaps are determined to be ineffective, we ~~will~~ recognize the changes in the estimated fair value of the swaps in earnings.

Failure of the swap counterparties ~~to make payments~~ would result in the loss of any potential benefit to ~~the Company~~us under the swap agreements. In this case, ~~the Company~~we would still be obligated to pay the variable interest payments underlying the debt agreements. Additionally, failure of the swap counterparties would not eliminate our obligation to continue to make payments under the existing swap agreements if it continues to be in a net pay position.

Contractual Obligations and Commitments

The following table ~~summarizes material changes to~~presents our contractual obligations as of March ~~31, 2019, resulting from the changes in~~29, 2020, related to our ~~long term~~long-term debt. The changes during the three months ended March ~~31,~~29, 2020 as compared to December 29, 2019 ~~were primarily~~reflected increased borrowings and decreased interest rates. The table does not include the ~~result of increased borrowings.~~borrowing under the ABL Facility on April 1, 2020.

(In millions)
Payments Due by Period
Less than
More than
Total
1 Year
1-3 Years
3-5 Years
5 Years

Long term debt, including current maturities⁽¹⁾
$ 643.1
$ 3.4
$ 10.1
$ 208.0
$ 421.6
Interest on long term debt⁽²⁾
171.3
31.8
63.9
61.6
14.0



(In millions)
	Payments Due by Period
			Less than						More than
	Total		1 Year		1-3 Years		3-5 Years		5 Years

Long-term debt, including current maturities⁽¹⁾	$	653.8	$	5.6	$	8.9	$	639.3	$	—
Interest on long-term debt⁽²⁾	123.4		29.7		57.0		36.7		—


(1)	For additional information ~~see~~refer to “Note 9. Long-Term Debt” in the notes to the consolidated financial statements. In addition, the table excludes the debt issuance costs and debt discounts of ~~$11.1~~$9.2 million.

(2)

The interest on ~~long term~~long-term debt includes payments for agent administration fees. Interest payments on debt are calculated for future periods using interest rates in effect as of March ~~31, 2019.~~29, 2020. Certain of these projected interest payments may differ in the future based on changes in floating interest rates or other factors and events, including our entry into the Term Loan Facility Amendments. The projected interest payments only pertain to obligations and agreements outstanding as of March ~~31, 2019. See~~29, 2020. Refer to “Note 4. Fair Value Measurement and Interest Rate Swaps” and “Note 9. Long-Term Debt” in the notes to the consolidated financial statements for further information regarding our debt instruments.

Critical Accounting Policies and Estimates

The accounting policies and estimates that we believe to be most dependent upon the use of estimates and assumptions are: revenue recognition, sales incentives, inventory valuation, acquisitions, and goodwill and other indefinite-lived intangible assets, lease recognition, and stock-based compensation. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~2018~~ Annual Report on Form 10-K for the fiscal year ended December 29, 2019 for additional detail and discussion of these critical accounting policies and estimates. ~~With the exception of the adoption of ASC 842 for lease recognition, there~~There have been no material changes in critical accounting policies and estimates as described in our most recent Annual Report.

Recently Issued and Adopted Accounting Pronouncements

~~See~~Refer to “Note 1. Nature of Business and Significant Accounting Policies” in the notes to the consolidated financial statements.

Accounting Pronouncements Issued But Not Yet Adopted

~~See~~Refer to “Note 1. Nature of Business and Significant Accounting Policies” in the notes to the consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes from the information provided in our Annual Report on Form 10-K for the fiscal year ended December ~~30, 2018.~~29, 2019.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this ~~report.~~Quarterly Report on Form 10-Q. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control over Financial Reporting

During the quarter ended March 31, 2019, we adopted ASC 842 effective December 31, 2018, as described in Notes 1 and 7 to the Consolidated Financial Statements. We implemented a new lease accounting system and redesigned certain processes and controls pertaining to our lease portfolio. There were no ~~other~~significant changes in our internal control over financial reporting during the last fiscal quarter ~~ended March 31, 2019~~ that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently involved in any material litigation or arbitration. We anticipate that, similar to the rest of the landscape supply industry, we will be subject to litigation and arbitration from time to time in the ordinary course of business. At this time, we do not expect any of these proceedings to have a material effect on our reputation, business, financial position, results of operations, or cash flows. However, we can give no assurance that the results of any such proceedings will not materially affect our reputation, business, financial position, results of operations, or cash flows.

Item 1A. Risk Factors

~~There have been no material changes~~The significant factors known to ~~the risk factors~~us that could materially adversely affect our business, financial condition, or operating results are disclosed in our Annual Report on Form 10-K for the fiscal year ended December ~~30, 2018.~~29, 2019, except for the addition of the following risk factor.

The COVID-19 pandemic has had, and may continue to have, negative impacts on our business and the business of our customers and suppliers.

The COVID-19 pandemic has significantly impacted worldwide economic conditions and could have a material adverse effect on our operations and business and those of our customers and suppliers. The present COVID-19 pandemic began to impact our operations late in the first quarter of 2020 and is likely to continue to affect our business, including as government authorities impose mandatory business closures, “stay-at-home” or “shelter-in-place” orders, and social distancing protocols, and seek voluntary facility closures or impose other restrictions. These actions could materially adversely affect our ability to adequately staff, manage, and maintain our operations, impair our ability to sustain sufficient financial liquidity, and impact our financial results. The effects of the COVID-19 pandemic may also include the disruption or closure of our customers’ and/or suppliers’ facilities and supply chains, which could materially and adversely impact demand for our products, our ability to obtain or deliver inventory and our ability to collect accounts receivable as customers and suppliers face higher liquidity and solvency risks. While our branches and other facilities have been able to continue to operate under applicable federal, state, and local orders, government mandates in certain jurisdictions have prohibited or limited our customers’ operations, negatively impacting sales at the end of the first quarter of fiscal 2020 and may negatively impact sales until the COVID-19 pandemic moderates. As we cannot predict the duration or scope of the COVID-19 pandemic, the anticipated negative financial impact to our operating results cannot be reasonably estimated but could be material and last for an extended period of time.

Our business could also be negatively impacted over the medium-to-longer term if the disruptions related to COVID-19, among other things: limit the ability of our suppliers to manufacture, or procure from manufacturers, the products we sell, or to meet delivery requirements and commitments; limit the ability of our employees to perform their work due to impacts caused by the pandemic or local, state, or federal orders that restrict our operations or the operations of our customers; limit the ability of carriers to deliver our products to our branches and customers; limit the ability of our customers to conduct their business and purchase our products and services; decrease demand for our customers’ services; limit the ability of our customers to pay us on a timely basis; precipitate a prolonged economic downturn and/or an extended rise in unemployment or tempering of wage growth, any of which could lower demand for our products; impair our ability to operate in a typical manner or at all, generate revenues and cash flows, and/or access the capital or lending markets (or significantly increase the costs of doing so), as may be necessary to sustain our business.

The inherent uncertainty surrounding COVID-19, due in part to rapidly changing governmental directives, public health challenges and progress, and market reactions thereto, also makes it more challenging for our management to estimate the potential impact and the future performance of our business. Accordingly, the anticipated negative financial impact to our operating results cannot be reasonably estimated at this time, but could be material and last for an extended period of time.

Item 6. Exhibits.



Exhibit Number		Description

~~10.1~~10.1†		Sixth Amendment to Credit Agreement, dated as of February 1, 2019, by and among SiteOne Landscape Supply Holding, LLC (f/k/a JDA Holding LLC), SiteOne Landscape Supply, LLC (f/k/a John Deere Landscapes LLC), UBS AG, Stamford Branch, as administrative agent and collateral agent, and the several banks and other financial institutions party thereto, is incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of SiteOne Landscape Supply, Inc. filed February 4, 2019.

~~10.2~~		Form of ~~Performance~~Employee Stock ~~Unit Award~~Option Agreement under the SiteOne Landscape Supply, Inc. 2016 Omnibus Equity Incentive Plan ~~is incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of SiteOne Landscape Supply, Inc. filed February 12, 2019.~~

~~10.3~~† 10.2†		~~Consulting~~Form of Employee Restricted Stock Unit Agreement ~~between Pascal Convers and~~under the ~~Company, is incorporated by reference to theCurrent Report on Form 8-K/A of~~ SiteOne Landscape Supply, Inc. ~~filed February 15, 2019.~~2016 Omnibus Equity Incentive Plan

~~10.4~~† 10.3†		~~Amendment to~~Form of Performance Stock Unit Agreement under the SiteOne Landscape Supply, Inc. 2016 Omnibus Equity Incentive Plan ~~effective as of January 1, 2019~~

31.1		Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a - 14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a - 14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Extension Presentation Linkbase

104		Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

______________

† Denotes management contract or compensatory plan or arrangement.

SIGNATURE

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 thereunto duly authorized.



		SITEONE LANDSCAPE SUPPLY, INC.

Date:	~~May 1, 2019~~April 29, 2020	By:	/s/ John T. Guthrie
			John T. Guthrie
			Executive Vice President, Chief Financial Officer and Assistant Secretary
			(Principal Financial and Principal Accounting Officer)

4645




TABLE OF CONTENTS

Part I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Unaudited)
Consolidated Balance Sheets	4
Consolidated Statements of Operations	5
Consolidated Statements of Comprehensive Loss	6
Consolidated Statements of Equity	7
Consolidated Statements of Cash Flows	8
Notes to Consolidated Financial Statements	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2827
Item 3. Quantitative and Qualitative Disclosures About Market Risk	4342
Item 4. Controls and Procedures	4342

Part II. OTHER INFORMATION
Item 1. Legal Proceedings	43
Item 1A. Risk Factors	43
Item 6. Exhibits	44
~~Item 1A. Risk Factors~~	44
~~Item 6. Exhibits~~Signatures	45
~~Signatures~~	46



Note 1. Nature of Business and Significant Accounting Policies	11
Note 2. Revenue from Contracts with Customers	1514
Note 3. Acquisitions	1514
Note 4. Fair Value Measurement and Interest Rate Swaps	1615
Note 5. Property and Equipment, Net	18
Note 6. Goodwill and Intangible Assets, Net	19
Note 7. Leases	20
Note 8. Employee Benefit and Stock Incentive Plans	2221
Note 9. Long-Term Debt	23
Note 10. Income Taxes	2625
Note 11. Commitments and Contingencies	2625
Note 12. Earnings (Loss) Per Share	25
Note 13. Subsequent Events	26
~~Note 13. Subsequent Events~~	27



	December 30, 2018		Adjustments Due to ASC 842			December 31, 2018
Assets
Prepaid expenses and other current assets	$	41.1	$	(4.7	)	$	36.4
Operating lease right-of-use assets, net	—		203.8			203.8
Other assets	10.7		(0.6		)	10.1

Liabilities
Accrued liabilities	46.0		(0.9		)	45.1
Current portion of operating leases	—		40.9			40.9
Other long-term liabilities	14.0		(7.1		)	6.9
Operating leases, less current portion	—		165.6			165.6



	December 31, 2018
	to March 31, 2019
Beginning balance	$	148.4
Goodwill acquired during the year	3.5
Goodwill adjusted during the year	1.1
Ending balance	$	153.0



Fiscal year ending:
2019 (remainder)	$	22.8
2020	25.1
2021	20.8
2022	17.2
2023	13.7
Thereafter	52.0
Total future amortization	$	151.6



	Weighted Average Grant Date Fair Value
Stock options	$	15.92
RSUs	$	51.62
DSUs	$	56.23
PSUs	$	51.69

Three Months Ended

March 29, 2020

March 31, 2019

Weighted average potential common shares excluded because anti-dilutive

Employee stock options and RSUs