Document and Entity Information
Document and Entity Information | 9 Months Ended |
Oct. 02, 2016 | |
Document And Entity Information [Abstract] | |
Document Type | S1 |
Amendment Flag | false |
Document Period End Date | Oct. 2, 2016 |
Trading Symbol | SITE |
Entity Registrant Name | SiteOne Landscape Supply, Inc. |
Entity Central Index Key | 1,650,729 |
Entity Filer Category | Non-accelerated Filer |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Oct. 02, 2016 | Jan. 03, 2016 | Dec. 28, 2014 |
Current assets: | |||
Cash and cash equivalents | $ 25.9 | $ 20.1 | $ 10.6 |
Accounts receivable, net of allowance for doubtful accounts | 224.9 | 136.8 | 108.7 |
Inventory, net | 310.4 | 265.9 | 242.1 |
Income tax receivable | 3.6 | 7.3 | 12 |
Deferred tax assets | 8.4 | ||
Prepaid expenses and other current assets | 26.1 | 12.1 | 13.7 |
Total current assets | 590.9 | 442.2 | 395.5 |
Property and equipment, net | 67.9 | 66.2 | 53.5 |
Goodwill | 66.1 | 48 | 11.4 |
Intangible assets, net | 106 | 104.3 | 87 |
Other assets | 9.1 | 8 | 8.3 |
Total assets | 840 | 668.7 | 555.7 |
Current liabilities: | |||
Accounts payable | 137.2 | 86.4 | 81 |
Current portion of capital leases | 4.1 | 4 | 3.5 |
Accrued compensation | 29.6 | 30 | 11.2 |
Long term debt, current portion | 2.8 | 0.6 | 0.6 |
Accrued liabilities | 34.2 | 23.8 | 16.8 |
Total current liabilities | 207.9 | 144.8 | 113.1 |
Other long-term liabilities | 11.1 | 8.9 | 9.2 |
Capital leases, less current portion | 6.5 | 7.1 | 7.2 |
Deferred tax liabilities | 30 | 26.2 | 33.7 |
Long term debt, less current portion | 431.7 | 177.1 | 121.1 |
Total liabilities | 687.2 | 364.1 | 284.3 |
Commitment and contingencies | |||
Redeemable convertible preferred stock | 0 | 216.8 | 192.6 |
Stockholders' equity: | |||
Common stock, value | 0.4 | 0.1 | 0.1 |
Additional paid-in capital | 217.6 | 113.1 | 89.4 |
Accumulated deficit | (64.2) | (24.2) | (10.3) |
Accumulated other comprehensive loss | (1) | (1.2) | (0.4) |
Total equity | 152.8 | 87.8 | 78.8 |
Total liabilities and equity | $ 840 | $ 668.7 | $ 555.7 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Oct. 02, 2016 | Jan. 03, 2016 | Dec. 28, 2014 |
Statement of Financial Position [Abstract] | |||
Allowance for doubtful accounts | $ 4.5 | $ 3.6 | $ 3 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 39,563,150 | 14,259,998 | 14,088,689 |
Common stock, shares outstanding | 39,542,239 | 14,250,111 | 14,088,689 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | Dec. 29, 2013 | Oct. 02, 2016 | Sep. 27, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | Dec. 28, 2014 | Dec. 22, 2013 |
Net sales | $ 5.3 | $ 444.5 | $ 404.5 | $ 1,286.5 | $ 1,111.8 | $ 1,451.6 | $ 1,176.6 | |
Cost of goods sold (exclusive of depreciation) | 4.1 | 306.1 | 286.1 | 882.5 | 787.3 | 1,022.5 | 865.5 | |
Gross profit | 1.2 | 138.4 | 118.4 | 404 | 324.5 | 429.1 | 311.1 | |
Selling, general and administrative expenses | 14.1 | 107.7 | 98.2 | 330.3 | 262.6 | 373.3 | 269 | |
Other income | 1.2 | 1.3 | 3.3 | 2.8 | 4 | 3.1 | ||
Operating income | (12.9) | 31.9 | 21.5 | 77 | 64.7 | 59.8 | 45.2 | |
Interest and other non-operating (income) expenses | 0.1 | 6.3 | 2.7 | 15.4 | 7.7 | 11.4 | 9.1 | |
Net income (loss) before taxes | (13) | 25.6 | 18.8 | 61.6 | 57 | 48.4 | 36.1 | |
Income tax (benefit) expense | (3.5) | 10.7 | 7.4 | 25.4 | 22.2 | 19.5 | 14.4 | |
Net income | (9.5) | 14.9 | 11.4 | 36.2 | 34.8 | 28.9 | 21.7 | |
Less: | ||||||||
Redeemable convertible preferred stock dividends | 0.3 | 0 | 6.2 | 9.6 | 18.1 | 25.1 | 21.8 | |
Redeemable convertible preferred stock beneficial conversion feature | 0 | 5 | 0 | 11.6 | 18.6 | 3.9 | ||
Special cash dividend paid to preferred stockholders | 0 | 0 | 112.4 | 0 | ||||
Undistributed earnings allocated to redeemable convertible preferred stock | 0 | 0.1 | 0 | 3.2 | ||||
Net income (loss) attributable to common shares | $ (9.8) | $ 14.9 | $ 0.1 | $ (85.8) | $ 1.9 | $ (14.8) | $ (4) | |
Net income (loss) per common share: | ||||||||
Basic (in dollars per share) | $ (0.73) | $ 0.38 | $ 0.01 | $ (3.15) | $ 0.13 | $ (1.04) | $ (0.29) | |
Diluted (in dollars per share) | $ (0.73) | $ 0.36 | $ 0.01 | $ (3.15) | $ 0.13 | $ (1.04) | $ (0.29) | |
Weighted average number of common shares outstanding: | ||||||||
Basic (shares) | 13,476,996 | 39,563,895 | 14,217,142 | 27,229,336 | 14,195,389 | 14,209,843 | 13,818,138 | |
Diluted (shares) | 13,476,996 | 41,009,036 | 14,546,888 | 27,229,336 | 14,369,084 | 14,209,843 | 13,818,138 | |
Predecessor | ||||||||
Net sales | $ 1,072.7 | |||||||
Cost of goods sold (exclusive of depreciation) | 783 | |||||||
Gross profit | 289.7 | |||||||
Selling, general and administrative expenses | 235.6 | |||||||
Other income | 3.6 | |||||||
Operating income | 57.7 | |||||||
Interest and other non-operating (income) expenses | 0.1 | |||||||
Net income (loss) before taxes | 57.6 | |||||||
Income tax (benefit) expense | 23.9 | |||||||
Net income | 33.7 | |||||||
Less: | ||||||||
Net income (loss) attributable to common shares | $ 33.7 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Oct. 02, 2016 | Sep. 27, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | Dec. 28, 2014 | Dec. 22, 2013 | |
Net income (loss) | $ 14.9 | $ 11.4 | $ 36.2 | $ 34.8 | $ 28.9 | $ 21.7 | |
Foreign currency translation adjustments | (0.1) | (0.4) | 0.2 | (0.7) | (0.8) | (0.4) | |
Comprehensive income (loss) | $ 14.8 | $ 11 | $ 36.4 | $ 34.1 | $ 28.1 | $ 21.3 | |
Predecessor | |||||||
Net income (loss) | $ 33.7 | ||||||
Foreign currency translation adjustments | (0.5) | ||||||
Comprehensive income (loss) | $ 33.2 |
Consolidated and Combined State
Consolidated and Combined Statements of Equity - USD ($) $ in Millions | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Member Units [Member] |
Balance (Predecessor) at Dec. 30, 2012 | $ 242.9 | $ 0.9 | $ 242 | |||
Net income | Predecessor | 33.7 | 33.7 | ||||
Other comprehensive loss | Predecessor | (0.5) | (0.5) | ||||
Balance (Predecessor) at Dec. 22, 2013 | 276.1 | 0.4 | $ 275.7 | |||
Issuance of Common Stock | 78.2 | $ 0.1 | $ 78.1 | |||
Issuance of Common Stock (Shares) | 13,477,000 | |||||
Net income | (9.5) | $ (9.5) | ||||
Balance at Dec. 29, 2013 | 68.7 | $ 0.1 | 78.1 | (9.5) | ||
Balance, shares at Dec. 29, 2013 | 13,477,000 | |||||
Net income | 21.7 | 21.7 | ||||
Other comprehensive loss | (0.4) | (0.4) | ||||
Redeemable convertible preferred stock dividends | (18.6) | (18.6) | ||||
Redeemable convertible preferred stock beneficial conversion feature | (3.9) | 3.9 | (3.9) | |||
Common stock purchased by employees | 6.3 | 6.3 | ||||
Common stock purchased by employees (Shares) | 611,700 | |||||
Stock based compensation | 1.1 | 1.1 | ||||
Balance at Dec. 28, 2014 | $ 78.8 | $ 0.1 | 89.4 | (10.3) | (0.4) | |
Balance, shares at Dec. 28, 2014 | 14,088,689 | 14,088,700 | ||||
Net income | $ 28.9 | 28.9 | ||||
Other comprehensive loss | (0.8) | (0.8) | ||||
Redeemable convertible preferred stock dividends | (24.2) | (24.2) | ||||
Redeemable convertible preferred stock beneficial conversion feature | (18.6) | 18.6 | (18.6) | |||
Common stock purchased by employees | 2.2 | 2.2 | ||||
Common stock purchased by employees (Shares) | 171,300 | |||||
Treasury stock | (0.1) | (0.1) | ||||
Treasury stock (Shares) | (9,900) | |||||
Stock based compensation | 3 | 3 | ||||
Balance at Jan. 03, 2016 | $ 87.8 | $ 0.1 | $ 113.1 | $ (24.2) | $ (1.2) | |
Balance, shares at Jan. 03, 2016 | 14,250,111 | 14,250,100 | ||||
Net income | $ 36.2 | |||||
Redeemable convertible preferred stock beneficial conversion feature | 0 | |||||
Balance at Oct. 02, 2016 | $ 152.8 | |||||
Balance, shares at Oct. 02, 2016 | 39,542,239 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | Dec. 29, 2013 | Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | Dec. 28, 2014 | Dec. 22, 2013 |
Cash Flows from Operating Activities: | ||||||
Net income (loss) | $ (9.5) | $ 36.2 | $ 34.8 | $ 28.9 | $ 21.7 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||
Depreciation | 0.1 | 10.3 | 9.2 | 12.8 | 10.3 | |
Stock-based compensation | 3.4 | 2.2 | 3 | 2.1 | ||
Amortization of software and intangible assets | 0.1 | 17.1 | 13.3 | 18.4 | 10 | |
Amortization of debt related costs | 1.8 | 2.4 | 4.2 | 3 | ||
Loss on extinguishment of debt | 1.2 | 0 | ||||
(Gain) loss on sale of equipment | 0 | 0.1 | 0.4 | 0.6 | ||
Deferred income taxes | (3.5) | 0 | (5.8) | (7.5) | 0.6 | |
Other | (0.6) | 0.3 | 0.3 | |||
Changes in operating assets and liabilities, net of the effects of acquisitions: | ||||||
Receivables | 4 | (76.8) | (52.1) | (11.4) | 4.1 | |
Inventory | (3.9) | (21.9) | (23.5) | 3.7 | (6.4) | |
Income tax receivable | 4.3 | 12 | 6.3 | (12) | ||
Prepaid expenses and other assets | (12.3) | (4.8) | 5 | 2.8 | ||
Accounts payable | 1 | 38.9 | 42 | (8.9) | 13.5 | |
Accrued expenses and other liabilities | 5.7 | 7.6 | 14.5 | 15.8 | 2.4 | |
Net Cash Provided By (Used In) Operating Activities | (6) | 9.2 | 44.6 | 71 | 52.7 | |
Cash Flows from Investing Activities: | ||||||
Purchases of property and equipment | (6.2) | (6.4) | (10.5) | (4.3) | ||
Acquisitions, net of cash acquired | (313.9) | (56.6) | (99.8) | (100.7) | (22.7) | |
Proceeds from the sale of property and equipment | 0.3 | 0.1 | 0.2 | 0.1 | ||
Net Cash Used In Investing Activities | (313.9) | (62.5) | (106.1) | (111) | (26.9) | |
Cash Flows from Financing Activities: | ||||||
Borrowing to fund CD&R Acquisition | 166.6 | |||||
Equity proceeds from redeemable convertible preferred stock | 174 | |||||
Equity proceeds from common stock | 0 | 2.3 | 2.2 | 5.3 | ||
Purchase of treasury stock | (0.2) | (0.1) | (0.1) | |||
Special cash dividend | (176) | 0 | ||||
Other dividends paid | (13) | 0 | ||||
Borrowings under term loan | 272.3 | 0 | ||||
Payments on Term Loan | (62.1) | (0.5) | (0.8) | (0.5) | ||
Borrowings on asset-based credit facility | 322.6 | 309.9 | ||||
Repayments on asset-based credit facility | (275.8) | (231.2) | ||||
Debt issuance costs paid | (16.9) | (3.5) | 0 | (1) | ||
Payments on capital lease obligations | (3.1) | (3) | (4.3) | (3.3) | ||
Other financing activities | (2.2) | 0 | ||||
Net change in credit facility borrowing | 5.1 | 53.7 | (35.7) | |||
Net Cash Provided By (Used In) Financing Activities | 328.8 | 59 | 77.4 | 49.7 | (34.2) | |
Effect of exchange rate on cash | 0.1 | (0.2) | (0.2) | (0.3) | ||
Net Change In Cash | 8.9 | 5.8 | 15.7 | 9.5 | (8.7) | |
Cash and cash equivalents: | ||||||
Beginning | 10.4 | 20.1 | 10.6 | 10.6 | 19.3 | |
Ending | 19.3 | 25.9 | 26.3 | 20.1 | 10.6 | $ 10.4 |
Supplemental Disclosures of Cash Flow Information: | ||||||
Cash paid during the year for interest | 0.1 | 12.6 | 5.2 | 8.4 | 5.3 | |
Cash paid (received) during the year for income taxes | 20.8 | 16.3 | 21.9 | 25.6 | ||
Supplemental Disclosures of Noncash Investing and Financing Information: | ||||||
Acquisition of property and equipment through capital leases | $ 2.8 | $ 3.4 | $ 4.8 | $ 5.1 | ||
Purchase price adjustment | 3.5 | |||||
Predecessor | ||||||
Cash Flows from Operating Activities: | ||||||
Net income (loss) | 33.7 | |||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||
Depreciation | 5.3 | |||||
Amortization of software and intangible assets | 4.9 | |||||
Deferred income taxes | 22.1 | |||||
Changes in operating assets and liabilities, net of the effects of acquisitions: | ||||||
Receivables | (11.6) | |||||
Inventory | (6.1) | |||||
Prepaid expenses and other assets | (3.5) | |||||
Accounts payable | 2.2 | |||||
Accrued expenses and other liabilities | (5.2) | |||||
Net Cash Provided By (Used In) Operating Activities | 41.8 | |||||
Cash Flows from Investing Activities: | ||||||
Purchases of property and equipment | (3.2) | |||||
Proceeds from the sale of property and equipment | 0.2 | |||||
Net Cash Used In Investing Activities | (3) | |||||
Cash Flows from Financing Activities: | ||||||
Payments on capital lease obligations | (2.1) | |||||
Net decrease in intercompany payable to Deere | (31) | |||||
Net Cash Provided By (Used In) Financing Activities | (33.1) | |||||
Effect of exchange rate on cash | (0.2) | |||||
Net Change In Cash | 5.5 | |||||
Cash and cash equivalents: | ||||||
Beginning | $ 10.4 | 4.9 | ||||
Ending | 10.4 | |||||
Supplemental Disclosures of Cash Flow Information: | ||||||
Cash paid during the year for interest | 0.5 | |||||
Cash paid (received) during the year for income taxes | 0.2 | |||||
Supplemental Disclosures of Noncash Investing and Financing Information: | ||||||
Acquisition of property and equipment through capital leases | $ 5.4 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Accounting Policies [Abstract] | ||
Nature of Business and Significant Accounting Policies | 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”) is a supplier of irrigation, landscape lighting, hardscapes, lawn care supplies, nursery stock, and landscape accessories to green industry professionals. The Company currently has over 450 stores. Substantially all of the Company’s sales are to customers located in the United States of America (“U.S.”), with less than two percent of sales and total assets in Canada for all periods presented. Based on the nature of the Company’s products and customers’ business cycles, sales are significantly higher in the spring and summer months. Common Stock Split On April 29, 2016, the Company filed a Certificate of Amendment to amend and restate the Company’s Certificate of Incorporation in the State of Delaware, effecting an 11.6181 for 1 common stock split. Each stockholder’s percentage ownership and proportional voting power remained unchanged as a result of the stock split. All applicable share data, per share amounts and related information in the consolidated financial statements and notes thereto have been adjusted retroactively to give effect to the 11.6181 for 1 common stock split. Refinancing of Term Loan and Special Cash Dividend On April 29, 2016, the Company refinanced the existing term loan facility (the “Prior Term Loan Facility”) with an amended and restated $275.0 million term loan facility maturing in April 2022 (the “Amended Term Loan Facility”). On April 29, 2016, the proceeds from the Amended Term Loan Facility were used to repay all $60.3 million of borrowings outstanding under the Prior Term Loan Facility, to repay $29.9 million of borrowings outstanding under the senior asset-based credit facility (the “ABL Facility”), and to pay fees and expenses associated with the refinancing transaction. On May 2, 2016, a one-time special cash dividend of $176.0 million was paid to existing holders of the Company’s common stock and cumulative convertible participating redeemable preferred stock (“Redeemable Convertible Preferred Stock”) as of April 29, 2016 out of the proceeds from the Amended Term Loan Facility. Of the $176.0 million paid to stockholders, $112.4 million was paid to holders of the Redeemable Convertible Preferred Stock in accordance with their right to participate in all distributions to common stockholders on an as-converted basis. The Redeemable Convertible Preferred Stock converted to common stock in accordance with its terms on May 16, 2016 resulting in the issuance by the Company of an additional 25,303,164 shares of its common stock which common shares are included in the weighted average common shares outstanding from that date forward. Prior to May 16, 2016, the Company’s earnings (loss) per share calculation reflected the impact of the Redeemable Convertible Preferred Stock. Since the special cash dividend was paid prior to conversion of the Redeemable Convertible Preferred Stock, the $112.4 million is reported as a reduction of net income attributable to common shares during the nine months ended October 2, 2016. In conjunction with the payment of the special cash dividend, the Company reduced the exercise price of certain outstanding options and made a cash payment of $2.8 million to certain holders of options to offset the dilutive impact of the special cash dividend. Initial Public Offering On May 11, 2016, the Company’s registration statement on Form S-1 (Registration No. 333-206444) relating to an initial public offering (“IPO”) of its common stock was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On May 17, 2016, the Company completed the IPO at a price to the public of $21.00 per share. In connection with the IPO, certain of the Company’s stockholders sold an aggregate of 10,000,000 shares of common stock. The underwriters also exercised their option to purchase an additional 1,500,000 shares of common stock, at the public offering price less the underwriting discounts and commissions. The selling stockholders received all of the net proceeds and bore all commissions and discounts from the sale of the Company’s common stock. The Company did not receive any proceeds from the IPO. Basis of Financial Statement Presentation The accompanying unaudited condensed 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 condensed 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 SEC. The condensed consolidated balance sheet as of January 3, 2016 and the unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements for the fiscal year ended January 3, 2016 included in the Company’s Form S-1/A (Amendment No. 4 to Form S-1) filed with SEC on May 2, 2016 (the “2015 Annual Financial Statements”). The interim period financial results for the three and nine months 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 condensed 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 January 1, 2017 includes 52 weeks and the fiscal year ended January 3, 2016 includes 53 weeks. The three months ended October 2, 2016 and September 27, 2015 both include 13 weeks, and the nine months ended October 2, 2016 and September 27, 2015 both include 39 weeks. Principles of Consolidation The Company’s unaudited condensed 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. The Company owns 100% of all subsidiaries presented in these financial statements. All intercompany balances and transactions have been eliminated in consolidation. Significant Accounting Policies There were no material changes to the Company’s significant accounting policies for the nine months ended October 2, 2016 from those disclosed in the 2015 Annual Financial Statements. Recently Issued and Adopted Accounting Pronouncements In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update, (“ASU”) No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which amends Accounting Standards Codification (“ASC”) 805, Business Combinations Accounting Pronouncements Issued But Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, The guidance permits two implementation approaches, allowing for either full retrospective adoption or modified retrospective adoption of the new standard. The Company is evaluating the impact of the pending adoption of ASU No. 2014-09. The Company has not selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In July 2015, the FASB issued Accounting Standards Update 2015-11, Simplifying the Measurement of Inventory In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments | Note 1. Nature of Business and Significant Accounting Policies Nature of business: SiteOne Landscape Supply, Inc. is a supplier of irrigation, landscape lighting, lawn care supplies, nursery stock, and landscape accessories to green industry professionals. It currently has over 400 stores. Substantially all SiteOne Landscape Supply, Inc.’s sales are to customers located in the United States of America (“U.S.”), with less than two percent of sales and total assets in Canada and other countries. Based on the nature of SiteOne Landscape Supply, Inc.’s products and customers’ business cycles, sales are significantly higher in the spring and summer months. Basis of financial statement presentation: SiteOne Landscape Supply, Inc., formerly known as CD&R Landscape Parent, Inc. (hereinafter collectively with all its consolidated subsidiaries referred to as the “Company”) indirectly owns 100% of the membership interest in SiteOne Landscape Supply Holding, LLC, formerly known as JDA Holding LLC. SiteOne Landscape Supply Holding, LLC is parent and sole owner of SiteOne Landscape Supply, LLC, formerly known as John Deere Landscapes LLC (referred to herein as “Landscape”). Prior to the transaction described below, Deere & Company (“Deere”) was the sole owner of SiteOne Landscape Supply Holding, LLC. In August 2015, CD&R Landscape Parent, Inc.’s name was changed to SiteOne Landscape Supply, Inc. On December 23, 2013 (the “Closing Date”), the Company acquired 100% of the ownership interest in SiteOne Landscape Supply Holding, LLC from Deere in exchange for common shares of the Company initially representing 40% of the outstanding capital stock (on an as-converted basis) plus cash consideration of approximately $314 million, net of pre-closing and post-closing adjustments. In order to facilitate the transaction, the Company issued cumulative convertible participating redeemable preferred stock (“Redeemable Convertible Preferred Stock”) to Clayton, Dubilier & Rice, LLC (“CD&R”) for total consideration of $174 million initially representing 60% of the outstanding capital stock (on an as-converted basis) and entered into a senior asset-based credit facility and a term loan (as described in Note 8). As part of the same transaction, SiteOne Landscape Supply Holding, LLC also acquired from Deere the affiliated company LESCO, Inc. (“LESCO”). The Company continues to be the sole owner of SiteOne Landscape Supply Holding, LLC. The aforementioned transactions described in this paragraph are referred to herein as the “CD&R Acquisition”. Subsequent to the CD&R Acquisition, the Company has operated as an independent, stand-alone entity (referred to herein as the “Successor Company”). The CD&R Acquisition was accounted for as a business combination in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification™ (“ASC”) Topic 805, Business Combinations The Company’s chief operating decision maker (CODM) manages the business as a single reportable segment. Within the organizational framework, the same operational resources support multiple geographical regions and performance is evaluated primarily by the CODM at a consolidated level. The CODM also evaluates regional performance based on financial and operational measures and receives discrete financial information on a regional basis. Since all of the Company’s regions have similar operations and share similar economic characteristics, the Company aggregates 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 the Company sells to and 4) the distribution methods used. Further, all of the Company’s product categories have similar supply chain processes, classes of customers and economic characteristics. The accompanying audited financial statements of the Company included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Successor presentation The Consolidated Statements of Operations, Comprehensive income (loss), Equity and Cash Flows for the Successor Company are presented for the fiscal years ended January 3, 2016, December 28, 2014 and for the period from December 23, 2013 through December 29, 2013 which consists of: (1) the results of operations of the Company for the one week period from December 23, 2013 (the Closing Date of the CD&R Acquisition) to December 29, 2013 and (2) merger and advisory costs related to the CD&R Acquisition which were incurred prior to the Closing Date. The consolidated financial statements for the Successor Company 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. The Successor Company owns 100% of all subsidiaries presented in these financial statements. All intercompany balances and transactions have been eliminated in consolidation. Predecessor presentation The Combined Statements of Operations, Comprehensive income (loss), Equity and Cash Flows are presented for the predecessor period from December 31, 2012 through December 22, 2013. This period represents the combined operations of Landscape, the affiliated entity LESCO and their respective subsidiaries, all of which were under common control of Deere (collectively referenced herein as the “Predecessor Company”). The Predecessor Company financial statements represent a “carve out” from the consolidated financial statements of Deere. These financial statements have been derived from the historical consolidated financial statements and accounting records of Deere; and includes allocations of certain charges for services and other costs of Deere attributable to or incurred on behalf of the Predecessor Company. Management believes the allocations and amounts included in the combined financial statements for certain corporate costs are reasonable; however, these costs do not necessarily reflect the costs that would have been incurred by the Company as an unaffiliated entity of Deere, since these costs are based on the structure of the operations and related activities of the Predecessor Company, as managed and operated by Deere. The following is a summary of the major expense categories and the methodology used to allocate such expenses: • Salaries, wages, bonuses, payroll taxes and stock options are actual amounts for the specific employees assigned to the Predecessor Company. • Human resource and benefit administration costs were allocated based on the number of employees specifically assigned to the Predecessor Company in relation to the total employees of Deere. • Environmental services, fixed asset systems and legal accruals were allocated based on actual billings. • Legal services, accounting and risk managements costs were allocated based on net sales in relation to total net sales of Deere. • Federal and state income taxes were computed specifically for the Predecessor Company based on the income reflected by the separate tax return method. • Treasury services were allocated based on total assets in relation to total assets of Deere. Significant accounting policies: Use of estimates in the preparation of financial statements Fiscal year Cash and cash equivalents Accounts receivable Activity in the allowance for doubtful accounts for the periods was as follows (in millions): Successor Successor Successor Predecessor For the year For the year For the period For the period Beginning balance $ 3.0 $ — $ — $ 5.4 Provision (reduction) for allowance 1.0 (0.8 ) — (1.5 ) Net charges and (recoveries) (0.4 ) 3.8 — (0.3 ) Ending balance $ 3.6 $ 3.0 $ — $ 3.6 Inventory Property and equipment, net Acquisitions Business Combinations, Goodwill impairment The impairment test is a two-step process. The first step requires the Company to estimate and compare the fair value of a reporting unit to its carrying amount, including goodwill. If the fair value exceeds the carrying amount, the goodwill is not considered impaired. To the extent a reporting unit’s carrying amount exceeds its fair value, the reporting unit’s goodwill may be impaired and the second step of the impairment test must be performed. The second step involves assigning the reporting unit’s fair value to all of its recognized and unrecognized assets and liabilities as if the reporting unit had been acquired in a business combination in order to determine the implied fair value of the reporting unit’s goodwill as of the testing date. The implied fair value of the reporting unit’s goodwill is then compared to the carrying amount of goodwill to quantify an impairment loss, if any, which would equal the excess of the carrying amount of goodwill over the goodwill’s implied fair value. No impairment occurred during the periods presented. See Note 5 for more detailed description of goodwill. Intangible assets, net Fair value measurement • 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, 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. Because the long-term debt is not traded in an active or inactive market, and because no similar instruments or those with similar characteristics trade in an active market, the debt instruments, including the short-term portion, are Level 3. Revenue recognition Sales incentives Sales taxes Shipping and handling costs Cost of goods sold Warranty Reserves: Advertising costs Stock-based compensation Long-lived assets impairment If the recoverability test indicates the asset group balances are not recoverable, the Company would recognize an impairment charge to reduce the long-lived asset balances based on the fair value of the asset group. Prices for similar assets are used to determine the fair value of the asset group. The amount of such impairment would be charged to operations in the current period. There were no impairment charges recognized during the Successor Company periods ended January 3, 2016, December 28, 2014 and December 29, 2013 and the Predecessor Company period ended December 22, 2013. Other income Income taxes Deferred taxes are provided on an asset and liability method in which deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Realization of deferred tax assets is dependent upon sufficient future taxable income. The Company’s operations involve dealing with uncertainties and judgments in the application of complex tax regulations in a multitude of jurisdictions. The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return based on its estimate of whether, and the extent to which, additional taxes will be due. The Company recognizes interest, if any, related to unrecognized tax benefits within the Interest and other non-operating expenses line item, and recognizes penalties in Selling, general and administrative expenses. See Note 9 for further information pertaining to income taxes. Foreign currency translation Intercompany payable to Deere Beneficial conversion features Recently Issued and Adopted Accounting Pronouncements In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs On November 20, 2015, FASB issued ASU 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes Accounting Pronouncements Issued But Not Yet Adopted In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. The Company is evaluating the effect that ASU No. 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In July 2015, FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In September 2015, the FASB issued ASU 2015-16, Business Combinations . In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting |
Acquisitions
Acquisitions | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Acquisitions | Note 2. Acquisitions From time to time the Company enters into strategic acquisitions in an effort to better service existing customers and to attain new customers. The Company completed the following acquisitions for aggregate cash considerations of approximately $58.5 million and $104.0 million for the nine months ended October 2, 2016 and September 27, 2015, respectively. In September 2016, the Company acquired the assets and assumed liabilities of Glen Allen Nursery & Garden Center, Inc. (“Glen Allen”). With one location in Richmond, VA, Glen Allen is a leader in the distribution of nursery products to landscape professionals. In August 2016, the Company acquired the assets and assumed liabilities of Bissett Nursery Corp. and acquired all of the outstanding stock of Bissett Equipment Corp. (collectively, “Bissett”). Headquartered in Holtsville, NY, Bissett is a leader in the distribution of nursery, hardscapes, landscape supplies as well as equipment sales, rental and repairs to landscape professionals with three locations serving customers throughout the New York City metropolitan area. In April 2016, the Company acquired the assets and assumed liabilities of Blue Max Materials, Inc., Blue Max Materials of Charleston, Inc., Blue Max Materials of Columbia, Inc. and Blue Max Materials of the Grand Strand, Inc., which together comprise Blue Max (“Blue Max”), a hardscapes and landscape supplier with five locations serving North Carolina and South Carolina. In January 2016, the Company acquired all of the outstanding stock of Hydro-Scape Products, Inc. (“Hydro-Scape”), a leading provider of landscape products (irrigation, lighting, maintenance, outdoor living and hardscapes) with 17 locations serving customers throughout Southern California. In August 2015, the Company acquired the assets and assumed liabilities of Tieco, Inc. (“Tieco”), a distributor of irrigation, landscape, well drilling, athletic field, and pump and well products with six locations throughout Alabama and Florida. In August 2015, the Company acquired all of the member’s interests of Green Resource, LLC (“Green Resource”), a distributor of maintenance products to large agronomics and golf customers with five locations servicing North and South Carolina. In May 2015, the Company acquired all of the outstanding stock of AMC Industries, Inc. (“AMC”), a full line distributor of irrigation products and domestic water systems with nine locations throughout Texas and Oklahoma. In February 2015, the Company acquired all of the outstanding stock of CLP SN Holdings, Inc., the parent company of Shemin Nurseries (“Shemin”), which included 30 store locations supplying primarily nursery goods in 18 major metropolitan markets across 14 states of the Eastern region of the United States and Texas. See further description below under the heading “Shemin Acquisition Accounting”. These transactions were accounted for by the acquisition method, and accordingly the results of operations were included in the Company’s consolidated financial statements from their respective acquisition dates. Shemin Acquisition Accounting: The Shemin transaction has been accounted for as a business combination using the acquisition method of accounting, whereby the purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill. Transaction related costs incurred in connection with Shemin acquisition were approximately $2.7 million. These level 3 fair value measurements have been determined based on assumptions that market participants would use in the pricing of the asset or liability. Independent third-party appraisers were engaged to assist management and perform valuation of certain tangible and intangible assets acquired and liabilities assumed. The real and personal property was valued using the cost, market and income approaches. The income approach was utilized to estimate the fair value of the lease interests via the discounted cash flow methodology. Personal property was valued using the indirect method of the cost approach and the market approach. Using the indirect approach, a reproduction cost of new personal property was determined from the historical cost. Intangible assets separately valued in the transaction were customer relationships. Customer relationships were valued using the discounted cash flow method form of the income approach. After tax cash flow was discounted to present value using a 16.0% discount rate. Revenue growth was estimated based on long-term growth rates. Annual attrition was estimated at 10.0%. The following table summarizes the adjusted aggregate fair values of the assets acquired and liabilities assumed at the acquisition date and subsequent adjustments for Shemin. The estimate of the fair values of assets acquired and liabilities assumed is as follows: (In millions) Fair value of consideration transferred: Cash consideration $ 57.8 Working capital adjustment (0.1 ) Net consideration transferred $ 57.7 Assets acquired, at fair market value: Cash and cash equivalents $ 2.3 Accounts receivable 5.7 Inventory 9.3 Deferred tax assets 3.5 Prepaid expenses and other current assets 2.2 Total current assets 23.0 Property and equipment 9.9 Intangible assets 27.2 Other assets 1.3 Total assets $ 61.4 Liabilities assumed, at fair market value: Accounts payable $ 6.1 Accrued liabilities 6.7 Deferred tax liabilities 12.0 Total liabilities assumed $ 24.8 Identifiable net assets acquired $ 36.6 Goodwill 21.1 Net assets acquired $ 57.7 Goodwill is calculated as the excess of the purchase price over the estimated fair values of the assets acquired and the liabilities assumed in the acquisition, and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The amount allocated to goodwill associated with the Shemin acquisition is primarily the result of anticipated synergies. None of the goodwill associated with this transaction will be deductible for income tax purposes. On an unaudited pro forma basis, the following represents the consolidated results of the Company had the Company acquired Shemin as of December 29, 2014 (the first day of the Company’s fiscal year 2015): Nine Months Ended September 27, 2015 (In millions, except per share data) Net sales $ 1,119.3 Net income available to SiteOne common shareholders $ (0.6 ) Net income per share of common stock attributable to SiteOne—diluted $ (0.05 ) | Note 3. Acquisitions From time to time the Company enters into strategic acquisitions in an effort to better service existing customers and to attain new customers. The Company made various acquisitions during the Successor Company periods ended January 3, 2016 and December 28, 2014. The following acquisitions had an aggregate purchase price of approximately $104.0 million and $22.7 million for the periods ended January 3, 2016 and December 28, 2014, respectively. The aggregate assets acquired were $99.9 million and $20.0 million, aggregate liabilities assumed were $32.5 million and $0.1 million, and excess purchase price attributed to goodwill acquired were $36.6 million and $2.8 million for the periods ended January 3, 2016 and December 28, 2014, respectively. In April 2014, the Company, through its Canadian subsidiary John Deere Landscape LTD, purchased the assets of Eljay Irrigation LTD (“Eljay”), a wholesale distributor of irrigation products. Eljay has nine locations in four provinces in western Canada. In July 2014, the Company acquired the assets of Diamond Head Sprinkler Supply, Inc. (“Diamond Head”). Diamond Head is a supplier of irrigation products with three locations in Hawaii. In September 2014 the Company acquired the assets of Stockyard Horticultural Supply, Inc. (“Stockyard”). Stockyard is a nursery supplier in the Memphis metropolitan area and has one location in Arlington, Tennessee. In October 2014, the Company acquired the assets of Boston Irrigation Supply Company, Inc. (“BISCO”). BISCO is a supplier of irrigation and lighting products across New England states. BISCO has five locations in Massachusetts, Connecticut, New Hampshire and New York. In February 2015, the Company acquired all of the outstanding stock of CLP SN Holdings, Inc., parent of Shemin Nurseries (“Shemin”), which includes 30 store locations supplying primarily nursery goods in 18 major metropolitan markets across 14 states of the Eastern region of the United states and Texas. See further description below. In May 2015, the Company acquired all of the outstanding stock of AMC Industries, Inc. (“AMC”). AMC is a full line distributor of irrigation products and domestic water systems. Headquartered in San Antonio, Texas, AMC has nine locations throughout Texas and Oklahoma. In August 2015, the Company acquired all of the member’s interests of Green Resource, LLC (“Green Resource”). Green Resource is a distributor of maintenance products to large agronomics and golf customers with five locations servicing North and South Carolina. In August 2015, the Company acquired the assets and assumed liabilities of Tieco, Inc. (“Tieco”). Tieco is a distributor of irrigation, landscape, well drilling, athletic field, and pump and well products and has six locations throughout Alabama and Florida. These transactions were accounted for by the acquisition method, and accordingly the results of operations were included in the Company’s consolidated financial statement from their respective acquisition dates. Shemin Acquisition Accounting: The Shemin transaction has been accounted for as a business combination using the acquisition method of accounting, whereby the purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill. Transaction related costs incurred in connection with the Shemin acquisition were approximately $2.7 million. These level 3 fair value measurements have been determined based on assumptions that market participants would use in the pricing of the asset or liability. Independent third-party appraisers were engaged under the direction of management to perform valuation of certain tangible and intangible assets acquired and liabilities assumed. The allocations shown in the table below are preliminary and are subject to adjustment. Additional information that existed as of the acquisition date but at the time was unknown to the Company may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. Adjustment in the purchase price allocation may require an adjustment of the amounts allocated to goodwill which will be applied prospectively. The real and personal property was valued using the cost, market and income approaches. The income approach was utilized to estimate the fair value of the lease interests via the discounted cash flow methodology. Personal property was valued using the indirect method of the cost approach and the market approach. Using the indirect approach a reproduction cost of new personal property was determined from the historical cost. Intangible assets separately valued in the transaction were customer relationships. Customer relationships were valued using the discounted cash flow method form of the income approach. After tax cash flow was discounted to present value using a 16.0% discount rate. Revenue growth was estimated based on long-term growth rates. Annual attrition was estimated at 10.0%. The following table summarized the preliminary aggregate fair values of the assets acquired and liabilities assumed at the acquisition date of February 27, 2015 and subsequent adjustments. The preliminary estimate of the fair values of assets acquired and liabilities assumed (in millions) is as follows: Fair value of consideration transferred (in millions): Cash consideration $ 57.8 Working capital adjustment (0.1 ) Net consideration transferred 57.7 Assets acquired, at fair market value: Cash and cash equivalents $ 2.3 Accounts receivable 5.7 Inventory 9.3 Deferred tax assets 3.5 Prepaid expenses and other current assets 2.2 Total current assets 23.0 Property and equipment 9.9 Intangible assets 27.2 Other assets 1.3 Total assets 61.4 Liabilities assumed, at fair market value: Accounts payable 6.1 Accrued liabilities 6.7 Deferred tax liabilities 12.0 Total liabilities assumed 24.8 Identifiable net assets acquired 36.6 Goodwill 21.1 Net assets acquired $ 57.7 Goodwill is calculated as the excess of the purchase price over the estimated fair values of the assets acquired and the liabilities assumed in the acquisition, and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The amount allocated to goodwill associated with the Shemin acquisition is primarily the result of anticipated synergies. None of the goodwill associated with this transaction will be deductible for income tax purposes. On an unaudited pro forma basis, the following represents the consolidated results of the Company had the Company acquired Shemin as of December 31, 2013 (the first day of the Company’s fiscal year 2014): Fiscal Years Ended (In millions, except for per share data) January 3, December 28, Net sales $ 1,459.1 $ 1,313.5 Net loss available to SiteOne common shareholders $ (17.6 ) $ (5.8 ) Net loss per share of common stock attributable to SiteOne—diluted $ (1.24 ) $ (0.42 ) The Company began consolidating the results of operations effective February 28, 2015. The acquisition added $130.6 million of net sales and $2.8 million of net income for the fiscal year ended January 3, 2016. |
CD And R Acquisition | ||
Acquisitions | Note 2. CD&R Acquisition Accounting As a result of the CD&R Acquisition described in Note 1, as of the Closing Date, the Company acquired a controlling financial interest in SiteOne Landscape Supply Holding, LLC (inclusive of LESCO) from Deere in exchange for common shares of the Company initially representing 40% of the outstanding capital stock (on an as-converted basis) plus cash consideration of approximately $314 million, net of pre-closing and post-closing adjustments. The CD&R Acquisition was accounted for as a business combination as defined in ASC Topic 805, Business Combinations Costs incurred in connection with the CD&R Acquisition totaled approximately $29.0 million. Costs associated with the debt issuance of approximately $16.9 million were characterized as debt discount and will be amortized over the life of the respective borrowing agreements. Costs totaling approximately $9.8 million are included in Selling, general and administrative expenses in the Consolidated Successor Company Statement of Operations for the period from December 23, 2013 to December 29, 2013. Costs of approximately $2.3 million were expensed and are included in Selling, general and administrative expenses in the Combined Predecessor Company Statement of Operations for the period from December 31, 2012 to December 22, 2013. Using the acquisition method of accounting, the purchase price paid by the Company to acquire SiteOne Landscape Supply Holding, LLC (inclusive of LESCO) was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. These Level 3 fair value measurements have been determined based on assumptions that market participants would use in the pricing of the asset or liability. Independent third-party appraisers were engaged under the direction of management to perform valuation of certain tangible and intangible assets acquired and liabilities assumed. The real and personal property was valued using the cost, market and income approaches. Buildings were valued using a cost approach that considered the depreciated replacement cost of new construction assuming lives of 30 to 50 years. Land was valued using the sales comparison approach. Personal property was valued using the indirect method of the cost approach and the market approach. Using the indirect approach a reproduction cost of new personal property was determined from the historical cost. Intangible assets separately valued in the transaction were customer relationships and the LESCO trade name. Customer relationships were valued using the discounted cash flow method form of the income approach. After tax cash flow was discounted to present value using a 16.5% discount rate. Revenue growth was estimated based on long-term growth rates. Annual attrition was estimated at 5.0%. The LESCO trade name was valued using the relief from royalty method which is a form of the income approach. Under this approach revenue associate with the brand is projected over the expected remaining useful life of the asset. A royalty rate is then applied to estimate the royalty savings. The royalty rate of 0.25% was based on an analysis of the net after tax royalty savings calculated for each year during the remaining economic life of the asset and discounted to present value. The after tax cash flows were discounted to present value using a 16.5% discount rate. The value of Deere’s common stock investment, which comprises a portion of the purchase consideration for the CD&R Acquisition, is the difference between the fair value of the invested capital less the fair value of the Redeemable Convertible Preferred Stock, which was determined to equal the cash investment made by funds affiliated with CD&R of $174 million. The fair value of the total invested capital was estimated using a market approach known as the Backsolve Method. This Level 3 fair value method calibrates the equity allocation model to the transaction price for the Redeemable Convertible Preferred Stock of $174.0 million. The Redeemable Convertible Preferred Stock derives value from the interim dividend distributions and the proceeds at possible future liquidity events. As such, the equity allocation model reconciled to the issue price of the preferred investment such that the sum of (i) present value of simulated dividend payments and (ii) the present value of the simulated proceeds to the preferred investment at exit is equal to the transaction price for the preferred investment. The significant unobservable inputs were the expected term of the investment, assumptions about the form of preferred dividend payments and the assumed volatility of the Company during the term of the investment. Volatility used in the model was determined based on the volatility of comparable companies’ four year historical equity volatilities. Fair value of consideration transferred (in millions): Cash consideration $ 318.0 Common stock issued as consideration 78.2 Pre-closing adjustment (7.6 ) Working capital adjustment (1) 3.5 Net consideration transferred $ 392.1 Fair value of assets acquired and liabilities assumed: Cash and cash equivalents $ 10.4 Accounts receivable 124.5 Inventories 223.8 Property and equipment 55.7 Intangible assets 90.5 Deferred income tax asset 15.8 Other assets 11.4 Accounts payable (66.4 ) Deferred income tax liabilities (44.0 ) Other liabilities (29.0 ) Capital leases assumed (9.2 ) Net assets acquired $ 383.5 Excess purchase price attributed to goodwill acquired $ 8.6 (1) In March 2014 the Company paid to Deere approximately $3.5 million for a working capital adjustment required by the agreement. This amount was included in Accrued liabilities as of December 29, 2013. The CD&R Acquisition resulted in the recognition of approximately $8.6 million of goodwill, which is not deductible for income tax purposes. Goodwill consists of the excess of the purchase price over the net of fair value of the acquired assets and assumed liabilities, and represented the estimated economic value attributable to future operations at the time of the CD&R Acquisition. |
Property and Equipment
Property and Equipment | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | Note 3. Property and Equipment, Net Property and equipment consisted of the following (in millions): Useful October 2, 2016 January 3, 2016 Land $ 14.5 $ 14.6 Buildings and leasehold improvements: Buildings 1 - 20 8.3 9.8 Leasehold improvements 1 - 20 13.2 9.8 Store equipment 1 - 12 17.2 14.3 Office furniture and fixtures and vehicles: Office furniture and fixtures 1 - 12 9.8 7.9 Vehicles 2 - 6 33.8 29.2 Tooling 7 0.5 0.1 Construction in process 3.2 3.1 Total property and equipment, gross 100.5 88.8 Accumulated depreciation 32.6 22.6 Total property and equipment, net $ 67.9 $ 66.2 Depreciation expense was approximately $3.5 million and $10.3 million for the three and nine months ended October 2, 2016, respectively, and $3.4 million and $9.2 million for the three and nine months ended September 27, 2015, respectively. | Note 4. Property and Equipment Property and equipment consisted of the following (in millions): Useful Consolidated Consolidated Land $ 14.6 $ 14.6 Buildings and leasehold improvements: Buildings 1 - 20 9.8 8.3 Leasehold improvements 1 - 20 9.8 6.1 Store equipment 1 - 12 14.3 8.4 Office furniture and fixtures and vehicles: Office furniture and fixtures 1 - 12 7.9 4.9 Vehicles 2 - 6 29.2 21.4 Tooling 7 0.1 0.1 Construction in process 3.1 — Total Property and equipment, gross 88.8 63.8 Accumulated depreciation 22.6 10.3 Total Property and equipment, net $ 66.2 $ 53.5 Property and equipment includes vehicles under capital lease of approximately $25.1 million and $20.6 million and related accumulated depreciation of approximately $8.5 million and $3.8 million as of January 3, 2016 and December 28, 2014, respectively. Property and equipment values, including accumulated depreciation, reflect the acquisition accounting fair value adjustments related to the CD&R Acquisition. Depreciation expense was approximately $12.8 million, $10.3 million and $0.1 million for the Successor Company period ended January 3, 2016, December 28, 2014 and December 29, 2013 respectively and $5.3 million for the Predecessor Company period ended December 22, 2013. Capitalized software has an estimated useful life of three years. The amounts of total capitalized software costs, including purchased and internally developed software, included in other assets at January 3, 2016 and December 28, 2014 were approximately $2.1 million and $1.3 million, less accumulated amortization of approximately $0.8 million and $0.2 million, respectively. Amortization of these software costs was approximately $0.6 million, $0.2 million and $0.0 million for the Successor Company periods ended January 3, 2016, December 28, 2014 and December 29, 2013 and $0.2 million for the Predecessor Company period ended December 22, 2013. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill and Intangible Assets | Note 4. Goodwill and Intangible Assets, Net Goodwill Changes in the carrying amount of goodwill are as follows (in millions): January 4, 2016 December 29, 2014 Beginning balance $ 48.0 $ 11.4 Acquisitions 18.1 36.6 Ending balance $ 66.1 $ 48.0 Additions to goodwill during the interim period 2016 relate to the acquisition of Hydro-Scape, Blue Max, Bissett and Glen Allen (as described in Note 2). Intangible Assets During the nine months ended October 2, 2016, the Company recorded $18.0 million of intangible assets which related to customer relationships and non-competition agreements as a result of the Hydro-Scape, Blue Max, Bissett and Glen Allen acquisitions discussed in Note 2. The Company’s customer relationship intangible assets will be amortized over a weighted-average period of 20 years. Trademarks and other intangible assets will be amortized over a weighted-average period of 9 years. The following table summarizes the components of intangible assets (in millions except amortization period): October 2, 2016 January 3, 2016 Years Amount Accumulated Net Amount Accumulated Net Customer relationships 10-21 $ 145.1 $ 42.3 $ 102.8 $ 127.7 $ 26.5 $ 101.2 Trademarks and other 5-10 5.0 1.8 3.2 4.4 1.3 3.1 Total intangibles $ 150.1 $ 44.1 $ 106.0 $ 132.1 $ 27.8 $ 104.3 Amortization expense for intangible assets was approximately $5.9 million and $16.3 million for the three and nine months ended October 2, 2016, respectively, and $4.8 million and $13.0 million for the three and nine months ended September 27, 2015, respectively. | Note 5. Goodwill and Intangible Assets Goodwill The changes in the carrying amount of goodwill for the years ended January 3, 2016 and December 28, 2014 are as follows (in millions): Successor Successor For the year For the year Beginning balance $ 11.4 $ 8.6 Acquisitions 36.6 2.8 Ending balance $ 48.0 $ 11.4 Intangible Assets The following table summarizes the components of intangible assets (in millions): Successor—January 3, 2016 Successor—December 28, 2014 Years Amount Accumulated Net Amount Accumulated Net Customer relationships 10-21 $ 127.7 $ 26.5 $ 101.2 $ 92.5 $ 9.2 $ 83.3 Trademarks and other 5-10 4.4 1.3 $ 3.1 4.4 0.7 3.7 Total intangibles $ 132.1 $ 27.8 $ 104.3 $ 96.9 $ 9.9 $ 87.0 During the year ended January 3, 2016, the Company recorded $35.2 million of intangible assets, all of which related to customer relationships as a result of the four business acquisitions discussed in Note 3. The customer relationship intangible assets will be amortized over a weighted-average period of 20 years. The trademarks and other intangible assets recorded will be amortized over a weighted-average period of 10 years. During the year ended December 28, 2014, the Company recorded $6.4 million of intangible assets, including $6.2 million in customer relationship intangibles and $0.2 million in trademarks and other as a result of four business acquisitions discussed in Note 3. The customer relationship intangible assets will be amortized over a weighted-average period of ten years. The trademarks and other intangible assets recorded will be amortized over a weighted-average period of five years. Amortization expense for intangible assets for the Successor Company periods ended January 3, 2016, December 28, 2014 and December 29, 2013 and the Predecessor Company period ended December 22, 2013, was approximately $17.9 million, $9.8 million, $0.1 million, and $4.7 million, respectively. Total future amortization estimated as of January 3, 2016, is as follows (in millions): Period ending: 2016 $ 18.9 2017 15.6 2018 12.9 2019 10.8 2020 9.0 Thereafter 37.1 Total future amortization $ 104.3 |
Capital Leases
Capital Leases | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Leases [Abstract] | ||
Capital Leases | Note 5. Capital Leases Capital leases, consisting of vehicle leases, included the following (in millions): October 2, 2016 January 3, 2016 Capital lease obligations with rates ranging from 1.4% to 4.5% with monthly payments of approximately $0.4 million maturing through September 2021 $ 10.6 $ 11.1 Less current maturities 4.1 4.0 Total capital leases, less current portion $ 6.5 $ 7.1 | Note 6. Capital Leases Capital leases, consisting of vehicle leases, included the following (in millions except payment information): Consolidated Consolidated Capital lease obligations with rates ranging from 1.4% to 4.0% with monthly payments of approximately $0.4 million maturing through May 2020 $ 11.1 $ 10.7 Less current maturities 4.0 3.5 Total Capital leases, less current portion $ 7.1 $ 7.2 Future minimum lease payments under capital leases are due as follows (in millions): Fiscal year: 2016 $ 4.5 2017 3.9 2018 3.2 2019 1.0 2020 and Thereafter — Total minimum lease payments 12.6 Less amounts representing interest 1.5 Present value of future minimum lease payments $ 11.1 Interest expense on capital leases was approximately $0.5 million, $0.3 million and $0.0 million for the Successor Company periods ended January 3, 2016, December 28, 2014 and December 29, 2013 and $0.5 million for the Predecessor Company period ended December 22, 2013. |
Employee Benefit and Stock Ince
Employee Benefit and Stock Incentive Plan | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Postemployment Benefits [Abstract] | ||
Employee Benefit and Stock Incentive Plan | Note 6. Employee Benefit and Stock Incentive Plan The Company sponsors a defined contribution benefit plan for substantially all of its employees. Company contributions to the plan are based on a percentage of employee wages. The Company’s contributions to the plan were approximately $1.3 million and $4.3 million for the three and nine months ended October 2, 2016, respectively, and $1.0 million and $2.9 million for the three and nine months ended September 27, 2015, respectively. Share-based compensation expense is recognized in the financial statements based upon fair value on the date of grant. The Company recognized share-based compensation expense of approximately $1.1 million and $4.1 million for the three and nine months ended October 2, 2016, and $0.8 million and $2.3 million for the three and nine months ended September 27, 2015, respectively. During the nine months ended October 2, 2016, 87,135 options were forfeited. The Company adopted a new Omnibus Equity Plan (the “Plan”) on April 28, 2016. Pursuant to this Plan, the Company granted 216,961 options, 23,103 deferred stock units (“DSUs”) and 36,590 restricted stock units (“RSUs”) during the nine months ended October 2, 2016. The fair value of each option award was estimated on the date of grant using the Black-Scholes options pricing model. The DSUs and RSUs have grant date fair values equal to the fair market value of the underlying stock on the date of grant. The RSUs and options granted to employees during the nine months ended October 2, 2016 vest over a four-year period at 25 percent per year. The DSUs granted to non-employee directors vest immediately. Total unrecognized compensation cost from share-based compensation arrangements as of October 2, 2016 was approximately $9.7 million. Share-based compensation expense is expected to be recognized over a weighted—average period of approximately 2.93 years. | Note 7. Employee Benefit and Stock Incentive Plans The Company sponsors a defined contribution benefit plan for substantially all of its employees. Company contributions to the plan are based on a percentage of employee wages. The Company’s contributions to the plan were approximately $4.2 million, $3.3 million and $0.0 million for the Successor Company periods ended January 3, 2016, December 28, 2014 and December 29, 2013 and approximately $3.1 million for the Predecessor Company period ended December 22, 2013. The Company offered to key employees the ability to purchase common shares of the Company under a Stock Incentive Plan (“Plan”), which commenced in May 2014 as approved by stockholders. Common stock options (“options”) were granted with the purchased shares at a predetermined number of options per purchased share. Prior to a public offering these shares are not transferrable except upon the employee’s death, repurchase at the option of the Company, or with the Company’s consent. The Plan provides for drag-along and tag-along rights if the stockholders sell more than 50.01% of their shares prior to a public offering. As of January 3, 2016, 773,126 shares have been purchased by employees. In January 2015, 850 shares were repurchased from a certain terminated employee by the Company. The Company’s policy is to retain these repurchased shares as treasury shares and not to retire them. Options granted with the share purchases totaled 1,894,912, of which 36,016 options were forfeited in 2015. Another 1,201,312 options have been granted without share purchases. The options vest in five equal annual installments. Options expire ten years after the date of grant. The compensation cost for options is recognized on a straight-line basis over the requisite vesting period. The Company is authorized to grant 3,706,174 shares related to employee stock options of which 645,966 remain. Determining the fair value of our stock requires making complex and subjective judgments. Our approach to valuation is based on a combination of a discounted cash flow method of income approach and market approaches. The discounted cash flow method uses estimates of revenue, driven by assumed market growth rates, and estimated costs as well as appropriate discount rates. These estimates are consistent with the plans and estimates that we use to manage the business. There is inherent uncertainty in making these estimates. The fair value of each option award was estimated on the date of grant using the Black-Scholes options pricing model. Expected volatilities are based on the historical equity volatility of the comparable publicly-traded companies. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rates utilized for periods throughout the contractual life of the options are based on U.S. Treasury security yields at the time of grant. The assumptions used for the Black-Scholes options pricing model to determine the fair value of options follow: Consolidated Consolidated Risk-free interest rate 1.73% - 2.07% 1.90% Expected dividends 0 0 Expected volatility 30% - 40% 40% Expected term (in years) 6.5 6 Weighted-average volatility 36% 40% Stock option activities for the periods ended January 3, 2016 and December 28, 2014: Number of Weighted Weighted Average Outstanding at December 30, 2013 — $ — Granted 2,141.2 8.61 Exercised — Expired or forfeited — Outstanding at December 28, 2014 2,141.2 8.61 8.99 Granted 955.0 13.23 Exercised — Expired or forfeited (36.0 ) 8.61 Outstanding at January 3, 2016 3,060.2 10.05 8.74 Exercisable at January 3, 2016 842.3 $ 8.61 8.52 Unvested and expected to vest at January 3, 2016 2,217.9 $ 10.60 8.83 The weighted-average grant-date fair values of options granted during the Successor Company period ended January 3, 2016 was $4.86 per option. No options have been exercised. The total share-based compensation expense was $3.0 million during the Successor Company period ended January 3, 2016 and $2.1 million for the period ended December 28, 2014, including $1.1 million recognized relating to discounts on 2014 purchased shares, with no recognized tax benefit. At January 3, 2016 and December 28, 2014, there were $10.8 million and $9.9 million of total unrecognized compensation cost from share-based compensation arrangements granted under the plan, which is related to non-vested options. The option related compensation is expected to be recognized over a weighted—average period of approximately 3.78 years. |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Debt Disclosure [Abstract] | ||
Debt | Note 7. Debt Long-term debt was as follows (in millions): October 2, 2016 January 3, 2016 ABL facility $ 174.8 $ 128.0 Term loan facility 273.6 60.5 Less: unamortized debt issuance costs and discounts on debt (13.9 ) (10.8 ) Total debt $ 434.5 $ 177.7 Less current portion (2.8 ) (0.6 ) Total long-term debt $ 431.7 $ 177.1 ABL Facility: On December 23, 2013, 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, entered into the ABL Facility of up to $250 million, subject to borrowing base availability. The ABL Facility is secured by a first lien on the inventory and receivables. The ABL Facility is guaranteed by SiteOne Landscape Supply Bidco, Inc. (“Bidco”), an indirect wholly-owned subsidiary of the Company. The availability under the ABL Facility was $130.2 million and $112.5 million as of October 2, 2016 and January 3, 2016, 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. The interest rate on the ABL Facility is LIBOR plus an applicable margin ranging from 1.25% to 2.00% or an alternate base rate for U.S. denominated borrowings plus an applicable margin ranging from 0.25% to 1.00%. The interest rates on outstanding balances range from 2.28% to 4.25% and 2.04% to 4.25% as of October 2, 2016 and January 3, 2016, respectively. Additionally, the Borrowers pay a 0.375% and 0.25% commitment fee on the unfunded amount as of October 2, 2016 and January 3, 2016, respectively. The ABL Facility was originally scheduled to mature on December 23, 2018. On October 20, 2015 the ABL Facility was amended to extend the maturity date to October 20, 2020 and increase the availability to $325.0 million. The other terms of the ABL Facility were not significantly altered. 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. 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. Prior Term Loan Facility: On December 23, 2013, the Borrowers also entered into the Prior Term Loan Facility in an aggregate principal amount of approximately $61.7 million. The Prior Term Loan Facility was guaranteed by Bidco and each direct and indirect wholly-owned U.S. restricted subsidiary of Landscape. The Prior Term Loan Facility was secured by a first lien on Property and equipment, Intangibles, and equity interests of Landscape, and a second lien on ABL Facility assets. The interest rate on the Prior Term Loan Facility was LIBOR (minimum of 1.0%) plus an applicable margin of 4.0% or an alternate base rate for U.S. denominated borrowings plus an applicable margin of 3.0%. The interest rate on the outstanding balances was 5.0% at January 3, 2016. The Prior Term Loan Facility was scheduled to mature on December 23, 2019. Amended Term Loan Facility: On April 29, 2016, the Company refinanced the Prior Term Loan Facility with the $275.0 million Amended Term Loan Facility maturing in April 2022. On April 29, 2016 the proceeds under the Amended Term Loan Facility were used to repay all $60.3 million of borrowings outstanding under the Prior Term Loan Facility, to repay $29.9 million of borrowings outstanding under the ABL Facility, and to pay fees and expenses associated with the refinancing transaction. A special cash dividend of $176.0 million was paid to existing holders of the Company’s common stock and Redeemable Convertible Preferred Stock (on an as-converted basis) as of April 29, 2016 out of the proceeds of the Amended Term Loan Facility. As a result of the refinancing transaction, unamortized debt issuance costs and discounts on the Prior Term Loan Facility in the amount of $1.2 million were written off to expense, and new discounts and debt issuance costs of $6.3 million were capitalized. The debt issuance costs and discounts on debt are amortized as interest expense over the life of the debt. The Amended Term Loan Facility bears interest at a rate equal to adjusted LIBOR (minimum of 1.0%) plus an applicable margin of 5.25%, or an alternate base rate for U.S. denominated borrowings plus an applicable margin of 4.25%. The interest rate on the outstanding balance was 6.25% at October 2, 2016. The Amended Term Loan Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants consist of the following: limitations on indebtedness, restricted payments, restrictive agreements, sales of assets and subsidiary stock, transactions with affiliates, liens, fundamental changes, amendments and lines of business. The negative covenants are subject to the customary exceptions. The Amended Term Loan Facility is subject to annual mandatory prepayments in an amount equal to 50% of excess cash flow for the applicable fiscal year if the secured leverage ratio is greater than 3.50 to 1.00. During the three and nine months ended October 2, 2016, the Company incurred total interest expense of $6.3 million and $15.4 million, respectively. Of this total, $5.6 million and $12.2 million related to interest on the ABL Facility and the Prior Term Loan Facility and Amended Term Loan Facility for the three and nine months ended October 2, 2016, respectively. Amortization expense related to debt issuance costs was $0.6 million and $3.0 million for the three and nine months ended October 2, 2016, respectively. The remaining $0.1 million and $0.2 million interest incurred for the three and nine months ended October 2, 2016, respectively, related to interest attributable to capital leases. During the three and nine months ended September 27, 2015 the Company incurred total interest expense of $2.7 million and $7.7 million, respectively. Of this total, $1.8 million and $5.1 million related to interest on the ABL Facility and Term Loan Facility for the three and nine months ended September 27, 2015, respectively. Amortization expense related to debt issuance costs was $0.8 million and $2.3 million for the three and nine months ended September 27, 2015, respectively. The remaining $0.1 million and $0.3 million interest incurred for the three and nine months ended September 27, 2015, respectively, related to interest attributable to capital leases. | Note 8. Long-Term Debt Long-term debt was as follows (in millions): Consolidated Consolidated ABL facility $ 128.0 $ 74.3 Term loan facility 60.5 61.2 Debt discount (10.8 ) (13.8 ) Total debt $ 177.7 $ 121.7 Less current portion (0.6 ) (0.6 ) Total long-term debt $ 177.1 $ 121.1 On December 23, 2013, SiteOne Landscape Supply Holding, LLC and Landscapes (the “Borrowers”) entered into a senior asset-based credit facility (“ABL Facility”) of up to $250.0 million, subject to borrowing base availability. The ABL Facility is secured by a first lien on the inventory and receivables. The ABL Facility is guaranteed by SiteOne Landscape Supply Bidco, Inc., formerly known as CD&R Landscape Bidco, Inc. (“Bidco”), an indirect wholly owned subsidiary of the SiteOne Landscape Supply, Inc. The availability under the ABL Facility was $112.5 million and $126.5 million as of January 3, 2016 and December 28, 2014, 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. The interest rate on the ABL Facility is LIBOR plus an applicable margin ranging from 1.25% to 2.00% or an alternate base rate for U.S. denominated borrowings plus an applicable margin ranging from 0.25% to 1.00%. The interest rates on outstanding balances range from 2.04% to 4.25% and 1.66% to 3.75% at January 3, 2016 and December 28, 2014, respectively. Additionally, the Borrowers pay a 0.25% commitment fee on the unfunded amount. The ABL Facility was scheduled to mature on December 23, 2018. On October 20, 2015 the ABL Facility was amended to extend the maturity date to October 20, 2020 and increase the availability to $325.0 million. The other terms of the ABL Facility were not significantly altered. The ABL Facility is subject to mandatory prepayments if the outstanding loans and letters of credit exceed either the aggregate revolving commitments of the current borrowing base, in an amount equal to such excess. Additionally, the credit 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 which fully restrict retained earnings of the Borrowers. The negative covenants are limited to 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. On December 23, 2013, the Borrowers also entered into a senior term loan (“Term Loan”) of approximately $61.7 million. The Term Loan is guaranteed by the Borrowers, the U.S. operating companies owned by the Company, and Bidco. The Term Loan has first lien on Property and equipment, Intangibles, and equity interests of Landscape, and second lien on ABL Facility assets. The interest rate on the Term Loan is LIBOR (minimum of 1.0%) plus an applicable margin of 4.0% or an alternate base rate for U.S. denominated borrowings plus an applicable margin of 3.0%. The interest rates on the outstanding balance were 5% both at January 3, 2016 and December 28, 2014. The Term Loan matures on December 23, 2019. The Term Loan is subject to annual mandatory prepayments in an amount equal to 50% of excess cash flow for the applicable fiscal year if the secured leverage ratio is greater than 2.50 to 1.00. During the periods ended January 3, 2016 and December 28, 2014, the Company incurred total interest expenses of $11.4 million and $9.1 million, respectively, of which $6.9 million and $5.8 million related to interest on the ABL Facility and Term Loan. Debt discount of $16.9 million were incurred at the inception of the ABL Facility and Term Loan, with $12.8 million related to ABL Facility and $4.1 million related to Term Loan, respectively. As a result of the ABL Facility amendment in October 2015, $1.2 million of unamortized portion of the discount on the December 2013 ABL Facility were expensed, and debt discount of $1.0 million were incurred. The debt discounts are amortized as interest expense over the life of the debt. Amortization expense related to debt issuance costs was $4.2 million and $3.0 million for the periods ended January 3, 2016 and December 28, 2014, respectively. The remaining $0.3 million and $0.3 million of interest is primarily related to capital leases for the periods ended January 3, 2016 and December 28, 2014, respectively. During the period ended December 29, 2013 the Company incurred total interest expense of $0.1 million. The Term Loan 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. Maturities of long-term debt outstanding, in principal amounts at January 3, 2016 are summarized below (in millions): Fiscal year: 2016 $ 0.6 2017 0.6 2018 0.6 2019 58.7 2020 128.0 Thereafter — Total $ 188.5 |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 8. Income Taxes The Company’s effective tax rate was approximately 41.2% for the nine months ended October 2, 2016 and 38.9% for the nine months ended September 27, 2015, respectively. The increase in the effective rate was due primarily to nondeductible IPO related costs incurred during the nine months ended October 2, 2016 as compared to the nine months ended September 27, 2015. 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 nine months ended October 2, 2016 and September 27, 2015, respectively, the Company recorded no material increases or decreases to the valuation allowance against deferred tax assets. | Note 9. Income Taxes Components of net income (loss) before taxes were as follows (in millions): Consolidated For the year December 29, 2014 Consolidated Consolidated Combined U.S. $47.1 $34.8 $(13.0) $57.0 Foreign 1.3 1.3 — 0.6 Total $48.4 $36.1 $(13.0) $57.6 Components of income tax expense (benefit) were as follows (in millions): Consolidated Consolidated Consolidated Combined Current income tax expense U.S. federal $ 21.7 $ 11.7 $ — $ — U.S. state and local 4.9 1.7 — 1.6 Foreign 0.4 0.4 — 0.2 Total current 27.0 13.8 — 1.8 Deferred income tax (benefit) expense U.S. federal (6.8 ) 0.4 (3.2 ) 20.2 U.S. state and local (0.7 ) 0.3 (0.2 ) 1.9 Foreign — (0.1 ) (0.1 ) — Total deferred (7.5 ) 0.6 (3.5 ) 22.1 Total $ 19.5 $ 14.4 $ (3.5 ) $ 23.9 The Company’s effective tax rate was 40.3%, 39.9%, 26.9%, and 41.5% for the periods ended January 3, 2016, December 28, 2014, December 29, 2013, and December 22, 2013, respectively. The following table provides a reconciliation of income tax expense (benefit) at the statutory U.S. federal tax rate to actual income tax expense (benefit) for the periods presented (in millions): Consolidated For the year to January 3, 2016 Consolidated Consolidated Combined U.S. federal statutory expense (benefit) $ 16.9 $ 12.6 $ (4.5 ) $ 20.2 State and local income taxes, net 2.5 1.4 (0.2 ) 2.2 Change in valuation allowance, net — — — 0.9 Nondeductible items 0.2 0.5 1.3 0.1 Other, net (0.1 ) (0.1 ) (0.1 ) 0.5 Income tax expense (benefit) $ 19.5 $ 14.4 $ (3.5 ) $ 23.9 U.S. income tax has not been recognized on the excess of the amount for financial reporting over the tax basis of the Company’s investment in the Canadian subsidiary that is indefinitely reinvested outside the U.S. The amount of such temporary differences totaled approximately $4.6 million as of January 3, 2016. Due to the complexities associated with the hypothetical calculation, including the availability of foreign tax credits, the Company has concluded it is not practicable to determine the unrecognized deferred tax liability related to these unremitted earnings. Deferred income taxes reflect the expected future tax consequences of temporary differences between the financial statement carrying amount of the Company’s assets and liabilities, tax credits, and loss carry forwards. The significant components of deferred income taxes are as follows (in millions): Consolidated Consolidated Deferred tax assets: Net operating losses $ 4.2 $ 4.6 Allowance for uncollectible accounts 3.0 2.8 Inventory 1.9 0.7 Reserve for sales bonuses 3.0 3.1 Accrued compensation 2.7 2.6 Stock compensation 1.6 0.4 Rent accrual 1.2 0.6 Environmental reserve 0.9 0.9 Deferred transaction costs 3.6 2.1 Other 1.4 0.7 Total gross deferred tax assets 23.5 18.5 Valuation allowance (4.2 ) (4.6 ) Total net deferred tax assets 19.3 13.9 Deferred tax liabilities: Fixed assets and land (7.9 ) (6.5 ) Intangible assets (34.8 ) (30.5 ) Goodwill (2.3 ) (1.7 ) Other (0.5 ) (0.5 ) Total deferred tax liabilities (45.5 ) (39.2 ) Net deferred tax liabilities $ (26.2 ) $ (25.3 ) The Company evaluates its deferred tax assets to determine the need for a valuation allowance, and to conclude whether it is more likely than not that those deferred income tax assets will be realized. Management assesses the available positive and negative evidence to establish whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. On the basis of this evaluation, as of January 3, 2016 and December 28, 2014, a valuation allowance of $4.2 and $4.6 million, respectively, has been recorded against deferred tax assets related primarily to state net operating loss carryforwards for separate returns the Company believes are more likely than not to expire unused. Activity within the tax valuation allowance for the periods was as follows (in millions): Consolidated Consolidated Consolidated Combined Beginning balance $ 4.6 $ 4.6 $ 4.6 $ 5.0 Increase in valuation allowance — — — 0.9 Decrease in valuation allowance (0.4 ) — — (0.4 ) Ending balance $ 4.2 $ 4.6 $ 4.6 $ 5.5 As of January 3, 2016, the Company had available tax-effected state NOL carryforwards of approximately $4.2 million that will expire at various dates from 2015 through 2028, if not utilized. The Company recognizes the tax effects of uncertain tax positions only if it is more likely than not to be sustained based solely upon its technical merits at the reporting date. The Company refers to the difference between the tax benefit recognized in its financial statements and the tax benefit claimed in the income tax return as an “unrecognized tax benefit.” There was no expense or liability recorded for unrecognized tax benefits for each period presented. The Company does not expect that the unrecognized tax benefit will materially change over the next 12 months. The Company’s policy for recording interest and penalties, if any, associated with uncertain tax positions is to recognize interest within the Interest and other non-operating expenses line item, and to recognize penalties in Selling, general and administrative expenses. For each period presented, the Company had no accrued interest or penalties related to uncertain tax positions. The Company is subject to U.S. federal income tax, as well as income tax in multiple state jurisdictions. With limited exceptions, years prior to 2009 are no longer open to federal, state and local examination by taxing authorities. The Company is currently under audit for federal income tax for 2009 through 2012 as part of the Deere & Company consolidated federal return audit. The Company is also under audit by a number of state and local jurisdictions; however no audit adjustments are anticipated that would result in a material change to the Company’s financial position. Deere has indemnified the Company against any taxes, penalties or interest for tax periods prior to the CD&R Acquisition, accruing after the CD&R Acquisition date. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 9. Related Party Transactions The Company offers a financing plan to its customers through John Deere Financial, f.s.b. (“John Deere Financial”) a wholly-owned subsidiary of Deere & Company (“Deere”). The Company paid John Deere Financial fees related to the financing offered of approximately $0.4 million and $0.2 million for the nine months ended October 2, 2016 and September 27, 2015, respectively. In December 2013, CD&R Landscapes Holdings, L.P. (the “CD&R Investor”), an affiliate of Clayton Dubilier & Rice, LLC (“CD&R”), acquired a majority stake in the Company (the “CD&R Acquisition”). In connection with the CD&R Acquisition, SiteOne Landscape Supply, Inc., SiteOne Landscape Supply Midco, Inc., Bidco, Landscape Holding and Landscape entered into consulting agreements (the “Consulting Agreements”) with each of CD&R and Deere. CD&R and Deere each provided consulting services under the Consulting Agreements at an annual fee of $1.3 million plus expense reimbursement and $0.7 million plus expense reimbursement, respectively, for a 10-year term or earlier termination if CD&R’s or Deere’s ownership, respectively, of the Company was reduced below 10%. On May 17, 2016, the Company entered into termination agreements with CD&R and Deere pursuant to which the Company paid CD&R and Deere an aggregate fee of approximately $7.5 million to terminate the Consulting Agreements in connection with the consummation of the IPO. See “Note 11. Redeemable Convertible Preferred Stock” for a discussion of dividends paid to the CD&R investor. TruGreen is a customer under common ownership of CD&R and therefore became a related party at the time of the CD&R Acquisition. Net sales included in the Company’s consolidated statement of operations with the customer were $1.1 million and $3.2 million for the three and nine months ended October 2, 2016, and $0.9 million and $3.5 million for the three and nine months ended September 27, 2015, respectively. Accounts receivable included in the Company’s consolidated balance sheets were $0.7 million and $0.1 million at October 2, 2016 and January 3, 2016, respectively. | Note 10. Related Party Transactions The Company maintained, during the Predecessor Company period, an intercompany payable to Deere which was the cumulative net amount of outstanding intercompany transactions with Deere, and was non-interest bearing. The Company periodically purchases inventory from other Deere subsidiaries not included within these financial statements. Purchases of inventory were $0.0 million, $0.5 million and $0.0 million for the Successor Company periods ended January 3, 2016, December 28, 2014 and December 29, 2013 and totaled approximately $2.1 million for the Predecessor Company period ended December 22, 2013, respectively. There were no outstanding payables as of January 3, 2016 and December 28, 2014, respectively. The Company offers a financing plan to its customers through John Deere Financial, f.s.b. (“John Deere Financial”) a wholly-owned subsidiary of Deere. The Company pays John Deere Financial a fee related to the financing offered, which was approximately $0.3 million, $0.4 million and $0.0 million for the Successor periods ended January 3, 2016, December 28, 2014, and December 29, 2013 and $0.2 million for the Predecessor period ended December 22, 2013, respectively. CD&R provided consulting services in conjunction with the CD&R Acquisition and received compensation of approximately $13.6 million as part of the closing funds flow. Approximately $8.2 million of these costs were related to the Company’s direct effort to arrange financing for the CD&R Acquisition discussed in Note 2 and are included as a debt discount. The remaining $5.4 million related to due diligence and other transaction fees, of which $4.9 and $0.5 million was accrued and expensed in the Successor Company period ended December 29, 2013 and Predecessor Company period ended December 22, 2013, respectively. The agreement for these initial services also contemplated additional consulting services at an annual fee of approximately $1.3 million plus expense reimbursement for a 10 year term or earlier termination if CD&R’s ownership of the Company is reduced below 10%. Deere provided consulting services under two agreements executed with the CD&R Acquisition. The Transaction Services Agreement (“TSA”) allowed continuation of administrative services including payroll processing, employee benefit management, tax compliance, and other services for specified term and fee for each service. In aggregate for the period ended December 28, 2014 the Company paid Deere $0.3 million under the TSA. The consulting agreement offers services that include review and recommendation concerning the Company’s staffing, compensation, benefit plans, financial and risk management, business strategy and operational improvement. Compensation for these services will be an annual fee of approximately $0.7 million plus expense reimbursement for a 10 year term or earlier termination if Deere’s ownership of the Company is reduced below 10%. TruGreen is a customer under common ownership of CD&R and therefore became a related party at the time of the CD&R Acquisition. Net sales included in the Company’s consolidated statement of operations with the customer were $4.0 million and $4.3 million for the periods ended January 3, 2016 and December 28, 2014, respectively. Accounts receivable included in the Company’s consolidated balance sheets were $0.1 million and $0.5 million as of January 3, 2016 and December 28, 2014, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 10. Commitments and Contingencies Environmental liability Letters of credit | Note 11. Commitments and Contingencies Litigation Environmental liability Letter of credit Purchase commitments Supply contract The Company has also contracted with several suppliers to blend fertilizer. Most of these contracts can be cancelled without penalty, however one contract has an exit fee of $1.2 million if cancelled prior to July 2017 and $0.6 million if cancelled prior to July 2018. The contracts annual blending fees are approximately $6.0 million per year and may increase if minimum volumes are not met. Operating leases Approximate future minimum lease payments under non-cancelable operating leases, net of sublease income, are as follows (in millions): Gross lease Sublease Net lease Fiscal year: 2016 $ 32.6 $ (0.3 ) $ 32.3 2017 27.3 (0.1 ) 27.2 2018 21.8 — 21.8 2019 16.4 — 16.4 2020 10.4 — 10.4 Thereafter 54.4 — 54.4 Total minimum lease payments $ 162.9 $ (0.4 ) $ 162.5 During the past several years the Company has closed locations under operating leases. The remaining lease payments are accrued and included in accrued liabilities and other long-term liabilities. The aggregate reserve liability was approximately $0.5 million and $0.8 million at January 3, 2016 and December 28, 2014, respectively. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Text Block [Abstract] | ||
Redeemable Convertible Preferred Stock | Note 11. Redeemable Convertible Preferred Stock The CD&R Equity Investment In connection with the CD&R Acquisition, the Company issued Redeemable Convertible Preferred Stock to the CD&R Investor. On the day prior to the closing of the IPO, all of the then-outstanding Redeemable Convertible Preferred Stock converted into shares of common stock, resulting in the issuance by the Company of an additional 25,303,164 shares of common stock. In accordance with the SEC guidance within ASC Topic 480, Distinguishing Liabilities from Equity: Classification and Measurement of Redeemable Securities, Derivatives and Hedging. The initial issuance of Redeemable Convertible Preferred Stock did not include a beneficial conversion feature (“BCF”) because the conversion price used to set the conversion ratio at the time of issuance was greater than the initial common stock price. The Redeemable Convertible Preferred Stock is entitled to a 12% fixed, cumulative dividend payable quarterly in cash or in-kind. Dividends, to the extent paid-in-kind in the form of Redeemable Convertible Preferred Stock, contained the same conversion price as the original issuance and in certain cases did include a BCF as of the dividend payment date. Since the Redeemable Convertible Preferred Stock did not have a fixed or determinable redemption date and was freely convertible at any time, the Company immediately amortized any BCF recognized through retained earnings. As disclosed in Note 1, on May 2, 2016, the Company paid a one-time special cash dividend to all existing stockholders as of April 29, 2016. CD&R Investor received $112.4 million in accordance with its right to participate in all distributions to common stock on an as-converted basis, in accordance with its right as a preferred stockholder. The Redeemable Convertible Preferred Stock converted to common stock in accordance with its terms on May 16, 2016. During the nine months ended October 2, 2016, the Company paid the cumulative dividends in cash; and accordingly, no BCF was recognized. For the three and nine months ended September 27, 2015, BCF amortization was $5.0 million and $11.6 million, respectively. | Note 12. Redeemable Convertible Preferred Stock The CD&R Equity Investment On the Closing Date, funds affiliated with CD&R contributed $174.0 million to the Company in exchange for 174,000 shares of Redeemable Convertible Preferred Stock. Each share of Redeemable Convertible Preferred Stock is convertible into 116.18 shares of Common Stock at the option of the holder and upon certain contingent events, representing 20.2 million shares of common stock or 60% of the voting power and Common Stock of the Company on an as-converted basis as of the Closing Date. Certain Terms of the Redeemable Convertible Preferred Stock On December 16, 2013, the Company filed the Certificate of Designations of the Redeemable Convertible Preferred Stock (the “Certificate of Designations”) setting forth the terms, rights, powers, and preferences, and the qualifications, limitations and restrictions thereof, of the Redeemable Convertible Preferred Stock. Liquidation Value Rank Dividends The Company paid Cumulative Dividends in-kind on January 31, 2014, April 30, 2014, July 31, 2014, October 31, 2014, February 2, 2015, April 30, 2015, July 31, 2015, and November 2, 2015 at a pro rata rate of 12% per annum. Conversion Change of Control Redemption Right Vote Certain matters require the approval of the holders of a majority of the outstanding Redeemable Convertible Preferred Stock, voting as a separate class, including (1) amendments or modifications to the Company’s Certificate of Incorporation, by-laws or the Certificate of Designations, that would adversely affect the terms or the powers, preferences, rights or privileges of the Redeemable Convertible Preferred Stock, (2) authorization, creation, increase in the authorized amount of, or issuance of any class or series of senior, parity or junior securities or any security convertible into, or exchangeable or exercisable for, shares of such securities, (3) any increase or decrease in the authorized number of shares of Redeemable Convertible Preferred Stock or the issuance of additional shares of Redeemable Convertible Preferred Stock, and (4) amendment of current debt financing agreements or entering into any agreements relating to indebtedness that include more restrictive provisions relating to the Company’s ability to pay dividends. Restriction on Junior Security Dividends and Repurchases Accounting for the Redeemable Convertible Preferred Stock In accordance with the SEC guidance within ASC Topic 480, Distinguishing Liabilities from Equity: Classification and Measurement of Redeemable Securities Derivatives and Hedging. The initial issuance of Redeemable Convertible Preferred Stock did not include a beneficial conversion feature (“BCF”) because the conversion price used to set the conversion ratio at the time of issuance was greater than the initial common stock price. The paid-in-kind dividends in the form of Redeemable Convertible Preferred Stock contained the same conversion price as the original issuance and in certain cases did include a BCF as of the dividend payment date. Since the Redeemable Convertible Preferred Stock does not have a fixed or determinable redemption date and is freely convertible at any time, the Company immediately amortizes any BCF recognized through retained earnings. For the years ended January 3, 2016 and December 28, 2014, these amounts were $18.6 million and $3.9 million, respectively. The below table summarizes the changes in the carrying value of the Redeemable Convertible Preferred Stock: (in millions) Balance as of December 23, 2013 $ 174.0 Cumulative Dividends paid-in-kind during the period — Balance as of December 29, 2013 174.0 Cumulative Dividends paid-in-kind during the period 18.6 Balance as of December 28, 2014 192.6 Cumulative Dividends paid-in-kind during the period 24.2 Balance as of January 3, 2016 $ 216.8 |
Net Sales by Product
Net Sales by Product | 12 Months Ended |
Jan. 03, 2016 | |
Text Block [Abstract] | |
Net Sales by Product | Note 13. Net Sales by Product Net Sales from external customers by product category were as follows: Successor Successor Successor Predecessor For the year For the year For the period For the period Maintenance $ 525.1 $ 473.7 $ 2.4 $ 454.4 Irrigation and Lighting 512.4 432.5 1.7 386.4 Landscapes and other 233.3 176.2 0.8 154.2 Nursery 180.8 94.2 0.4 77.7 $ 1,451.6 $ 1,176.6 $ 5.3 $ 1,072.7 Maintenance Net sales include fertilizer and control product categories. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Earnings Per Share [Abstract] | ||
Earnings (Loss) Per Share | Note 12. Earnings Per Share Basic earnings per common share is computed by dividing net income attributable to common shares by the weighted average number of common shares outstanding for the period. The Redeemable Convertible Preferred Stock has the right to participate in all distributions declared and paid on the Company’s common stock on an as-converted basis, and is therefore considered a participating security. The Company calculates basic earnings per share using the “two-class” method for the period in which the Redeemable Convertible Preferred Stock is outstanding which reduces income available to common stockholders to reflect the hypothetical distribution of undistributed earnings to the Redeemable Convertible Preferred Stock in accordance with its contractual rights. In each period, the Company reduces income available to common stockholders and increases losses available to common stockholders to reflect the cumulative dividend on the Company’s Redeemable Convertible Preferred Stock whether or not declared or paid during the period. Similarly, the Company reduces income available to common stockholders and increases losses available to common stockholders for any amortization of beneficial conversion features recorded during each period. As disclosed in Note 1, on May 2, 2016, a one-time special cash dividend of $176.0 million was paid to existing stockholders of the Company as of April 29, 2016. Of the $176.0 million special cash dividend, $112.4 million was paid to holders of the Redeemable Convertible Preferred Stock in accordance with its right to participate in all distributions to common stockholders on an as-converted basis. Prior to May 16, 2016, the earnings (loss) per share calculation reflected the impact of the Redeemable Convertible Preferred Stock. Since the special cash dividend was paid prior to conversion of the Redeemable Convertible Preferred Stock, the $112.4 million is reported as a reduction of net income attributable to common shares during the nine months ended October 2, 2016. The Company’s computation of diluted earnings per common share includes the effect of potential common stock, if dilutive. For the three and nine months ended October 2, 2016 and September 27, 2015, the assumed exercises of a portion of the Company’s employee stock options, RSUs, DSUs and the assumed conversion of all of the Redeemable Convertible Preferred Stock were anti-dilutive and, therefore, the following potential shares of common stock were not included in the diluted earnings per common share calculation: For the three months ended For the nine months ended October 2, September 27, October 2, September 27, Weighted average potential common shares excluded because anti-dilutive Preferred stock — 24,202,751 12,270,493 23,499,816 Employee stock options, RSUs and DSUs 11,988 793,345 3,137,951 632,479 Certain of the Company’s employee stock options, RSUs and DSUs were dilutive and resulted in additional potential common shares included in the Company’s calculation of diluted earnings per common share of 1,445,141 and 0 for the three and nine months ended October 2, 2016, respectively, and 329,746 and 173,695 for the three and nine months ended September 27, 2015, respectively. | Note 14. Earnings (Loss) Per Share Basic earnings (loss) per common share is computed by dividing net income (loss) attributable to common shares by the weighted average number of common shares outstanding for the period. The Redeemable Convertible Preferred Stock has the right to participate in all distributions declared and paid on the Company’s common stock on an as-converted basis, and is therefore considered a participating security. The Company calculates basic earnings per share using the “two-class” method, and for the periods ended January 3, 2016, December 28, 2014 and December 29, 2013 did not allocate the loss available to common stockholders to the Redeemable Convertible Preferred Stock as those holders do not have a contractual obligation to share in net losses. In periods with income available to common stockholders, the Company will reduce income available to common stockholders to reflect the hypothetical distribution of undistributed earnings to the Redeemable Convertible Preferred Stock in accordance with its contractual rights. In each Successor Company period, the Company reduces income available to common stockholders and increases loss available to common stockholders to reflect the cumulative dividend on the Company’s Redeemable Convertible Preferred Stock whether or not declared or paid during the period. Similarly, the Company reduces income available to common stockholders and increases loss available to common stockholders for any amortization of beneficial conversion features recorded during each period. See Note 12 for a detailed description of the terms of the Redeemable Convertible Preferred Stock. The Company’s computation of diluted earnings (loss) per common share includes the effect of potential common stock, if dilutive. For the Successor Company periods ended January 3, 2016, December 28, 2014 and December 29, 2013, the assumed exercises the Company’s employee stock options and the conversion of Redeemable Convertible Preferred Stock were anti-dilutive and, therefore, the following potential shares of common stock were not included in the diluted loss per common share calculation: For the periods ended January 3, 2016 December 28, 2014 December 29, 2013 Weighted average potential common shares excluded because anti-dilutive Redeemable Convertible Preferred Stock 23,876,230 21,234,297 20,215,494 Employee Stock Options 2,836,919 1,007,591 — |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Subsequent Events | Note 13. Subsequent Events In November 2016, the Company acquired the assets and assumed the liabilities of the landscape distribution businesses of Loma Vista Nursery, Inc., a leader in the distribution of nursery and hardscape products to landscape professionals with two locations serving customers in Missouri and Kansas. The acquisition is not material and not expected to have a significant impact on the condensed consolidated financial statements. | Note 15. Subsequent Events Management has evaluated subsequent events through April 18, 2016, the date the financial statements were originally issued, and May 2, 2016, as to Note 16 and Note 17, the date on which the retrospectively adjusted financial statements were issued to reflect the common stock split described in Note 17. In January 2016, the Company acquired all of the outstanding stock of Hydro-Scape Products, Inc (“Hydro-Scape”). Based in San Diego, California, Hydro-Scape is a leading provider of landscape products (irrigation, lighting, maintenance, outdoor living and hardscapes) with seventeen locations serving customers throughout Southern California. In April 2016, the Company acquired the assets and assumed liabilities of Blue Max Materials, Inc (“Blue Max”). Blue Max is a hardscapes and landscape supplier with five locations serving North Carolina and South Carolina. The aggregate purchase price of 2016 acquisitions to-date is $43.2 million. |
Debt Refinancing and Special Cash Dividend | ||
Subsequent Events | Note 16. Subsequent Events – Debt Refinancing and Special Cash Dividend On April 29, 2016, the Company refinanced the existing term loan facility with an amended and restated $275.0 million term loan facility maturing in 2022 (the “Amended Term Loan Facility”). On April 29, 2016 the proceeds under the Amended Term Loan Facility were used to repay all $60.3 million of borrowings outstanding under our existing term loan facility, to repay $29.9 million of borrowings outstanding under our ABL Facility, and to pay fees and expenses associated with the refinancing transaction. A special cash dividend of $176.0 million was paid to existing holders of our common stock and Redeemable Convertible Preferred Stock (on an as-converted basis) as of April 29, 2016 out of the proceeds of the Amended Term Loan Facility. In conjunction with the payment of the special cash dividend and as provided by the Plan, the Company reduced the exercise price of certain outstanding options and made a cash payment to certain holders of options to offset the dilutive impact of the special cash dividend. |
Common Stock Split
Common Stock Split | 12 Months Ended |
Jan. 03, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Common Stock Split | Note 17. Common Stock Split In April 2016, the Company filed a Certificate of Amendment to amend and restate the Company’s Certificate of Incorporation in the State of Delaware, effecting an 11.6181 for 1 common stock split. Each preferred and common stockholder’s percentage ownership and proportional voting power generally remained unchanged as a result of the stock split. All applicable share data, per share amounts and related information in the consolidated financial statements and notes thereto have been adjusted retroactively to give effect to the 11.6181 for 1 common stock split. |
Schedule I-Registrant's Condens
Schedule I-Registrant's Condensed Financial Statements | 9 Months Ended |
Oct. 02, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Schedule I-Registrant's Condensed Financial Statements | Schedule I—Registrant’s Condensed Financial Statements SiteOne Landscape Supply, Inc. Parent Company Only Condensed Balance Sheets (In millions except share data) January 3, December 28, Assets Investment in subsidiary $ 300.8 $ 271.9 Deferred tax asset (Note 4) 2.0 2.1 Total assets $ 302.8 $ 274.0 Liabilities and Stockholders’ Equity Total Liabilities $ — $ — Redeemable Convertible Preferred Stock (Note 3) 216.8 192.6 Stockholders’ equity: Common stock, par value $0.01; 1,000,000,000 shares authorized; 14,259,998 and 14,088,689 shares issued, and 14,250,111 and 14,088,689 shares outstanding at January 3, 2016 and December 28, 2014, respectively 0.1 0.1 Additional paid-in capital 100.5 81.9 Accumulated deficit (13.4 ) (0.2 ) Accumulated other comprehensive loss (1.2 ) (0.4 ) Total stockholders’ equity 86.0 81.4 Total liabilities and stockholders’ equity $ 302.8 $ 274.0 See accompanying Notes to Condensed Financial Statements. SiteOne Landscape Supply, Inc. Parent Company Only Condensed Statements of Operations and Comprehensive Income (Loss) (In millions) For the year 2016 For the year Equity in net income of subsidiary $ 28.9 $ 21.7 Net income before taxes 28.9 21.7 Income tax expense (Note 4) — — Net income $ 28.9 $ 21.7 Other comprehensive loss, net of tax (0.8 ) (0.4 ) Comprehensive income $ 28.1 $ 21.3 See accompanying Notes to Condensed Financial Statements. SiteOne Landscape Supply, Inc. Parent Company Only Condensed Statements of Cash Flows (In millions) For the year 2016 For the year Cash Flows from Operating Activities: Net income (loss) $ 28.9 $ 21.7 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Equity in net (income) loss of subsidiary (28.9 ) (21.7 ) Net cash used in operating activities $ — $ — Cash Flows from Investing Activities: Purchase of subsidiary — — Distribution received from subsidiary — — Net cash used in investing activities $ — $ — Cash Flows from Financing Activities: Proceeds from issuance of Redeemable Convertible Preferred Stock — — Net cash provided by financing activities $ — $ — Net change in cash — — Cash and cash equivalents: Beginning — — Ending $ — $ — See accompanying Notes to Condensed Financial Statements. Notes to Condensed Parent Company Only Financial Statements Note 1. Description of SiteOne Landscape Supply, Inc. SiteOne Landscape Supply, Inc. (the “Parent”) indirectly owns 100% of the membership interest in SiteOne Landscape Supply Holding, LLC (“Holding” or “subsidiary”), which it acquired from Deere & Company on December 23, 2013 (the “Closing Date”) in exchange for 40% of its own outstanding capital stock (on an as-converted basis). In addition, the Parent issued cumulative convertible participating redeemable preferred stock (“Redeemable Convertible Preferred Stock”) to Clayton, Dubilier & Rice, LLC (“CD&R”) representing 60% of its remaining outstanding capital stock (on an as-converted basis) (both events collectively referred to herein as the “CD&R Acquisition”). The Parent has no significant operations or assets other than its indirect ownership of the equity of Holding. Accordingly, the Parent is dependent upon distributions from Holding to fund its obligations. However, under the terms of Holding’s credit agreements governing Holding’s ABL Facility and Term Loan Facility, Holding’s ability to pay dividends or lend to the Parent is restricted. Holding has no obligation to pay dividends to the Parent except to pay specified amounts to Parent in order to fund the payment of the Parent’s tax obligations. Note 2. Basis of Presentation The accompanying condensed parent only financial statements include the amounts of the Parent and its investment in subsidiary since the Closing Date under the equity method, and do not present the financial statements of the Parent and its subsidiary on a consolidated basis. Under the equity method, investment in subsidiary is stated at cost plus contributions and equity in undistributed income (loss) of subsidiary less distributions received since the date of acquisition. These condensed Parent Company only financial statements should be read in conjunction with SiteOne Landscape Supply, Inc. consolidated and combined financial statements and their accompanying notes. Note 3. Redeemable Convertible Preferred Stock On the Closing Date, funds affiliated with CD&R contributed $174 million to the Parent in exchange for 174,000 shares of Redeemable Convertible Preferred Stock. Each share of Redeemable Convertible Preferred Stock is convertible into 116.18 shares of common stock at the option of the holder and upon certain contingent events, representing 20.2 million shares of common stock or 60% of the voting power and common stock of the Parent on an as-converted basis as of the Closing Date. The Parent paid cumulative dividends in-kind on January 31, 2014, April 30, 2014, July 31, 2014, October 31, 2014, February 2, 2015, April 30, 2015, July 31, 2015, and November 2, 2015 at a pro rata rate of 12% per annum. The initial issuance of Redeemable Convertible Preferred Stock did not include a beneficial conversion feature (“BCF”) because the conversion price used to set the conversion ratio at the time of issuance was greater than the initial common stock price. The paid-in-kind dividends in the form of Redeemable Convertible Preferred Stock contained the same conversion price as the original issuance and in certain cases did include a BCF as of the dividend payment date. Since the Redeemable Convertible Preferred Stock does not have a fixed or determinable redemption date and is freely convertible at any time, the Parent immediately amortizes any BCF recognized through retained earnings. For the years ended January 3, 2016 and December 28, 2014, this amount was $18.6 million and $3.9 million. Notes to Condensed Parent Company Only Financial Statements The below table summarizes the changes in the carrying value of the Redeemable Convertible Preferred Stock: (in millions) Balance as of December 29, 2013 $ 174.0 Cumulative dividends paid-in-kind during the period 18.6 Balance as of December 28, 2014 192.6 Cumulative dividends paid-in-kind during the period 24.2 Balance as of January 3, 2016 216.8 Note 4. Income Taxes $3.7 million of the $9.8 million of transaction expenses recorded within the period ended December 29, 2013 are not deductible for tax purposes. The remaining $6.1 million ($2.2 million tax-effected) has been capitalized for tax purposes as a deferred tax asset and $0.4 million ($0.1 million tax-effected) and $0.4 million ($0.1 million tax-effected) has been amortized in the 2015 period and 2014 period, respectively, which gives rise to a net operating loss and current tax benefit that offsets the deferred tax expense by the same amount. |
Nature of Business and Signif24
Nature of Business and Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Accounting Policies [Abstract] | ||
Basis of Financial Statement Presentation | Basis of Financial Statement Presentation The accompanying unaudited condensed 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 condensed 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 SEC. The condensed consolidated balance sheet as of January 3, 2016 and the unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements for the fiscal year ended January 3, 2016 included in the Company’s Form S-1/A (Amendment No. 4 to Form S-1) filed with SEC on May 2, 2016 (the “2015 Annual Financial Statements”). The interim period financial results for the three and nine months periods presented are not necessarily indicative of results to be expected for any other interim period or for the entire year. | Basis of financial statement presentation: SiteOne Landscape Supply, Inc., formerly known as CD&R Landscape Parent, Inc. (hereinafter collectively with all its consolidated subsidiaries referred to as the “Company”) indirectly owns 100% of the membership interest in SiteOne Landscape Supply Holding, LLC, formerly known as JDA Holding LLC. SiteOne Landscape Supply Holding, LLC is parent and sole owner of SiteOne Landscape Supply, LLC, formerly known as John Deere Landscapes LLC (referred to herein as “Landscape”). Prior to the transaction described below, Deere & Company (“Deere”) was the sole owner of SiteOne Landscape Supply Holding, LLC. In August 2015, CD&R Landscape Parent, Inc.’s name was changed to SiteOne Landscape Supply, Inc. On December 23, 2013 (the “Closing Date”), the Company acquired 100% of the ownership interest in SiteOne Landscape Supply Holding, LLC from Deere in exchange for common shares of the Company initially representing 40% of the outstanding capital stock (on an as-converted basis) plus cash consideration of approximately $314 million, net of pre-closing and post-closing adjustments. In order to facilitate the transaction, the Company issued cumulative convertible participating redeemable preferred stock (“Redeemable Convertible Preferred Stock”) to Clayton, Dubilier & Rice, LLC (“CD&R”) for total consideration of $174 million initially representing 60% of the outstanding capital stock (on an as-converted basis) and entered into a senior asset-based credit facility and a term loan (as described in Note 8). As part of the same transaction, SiteOne Landscape Supply Holding, LLC also acquired from Deere the affiliated company LESCO, Inc. (“LESCO”). The Company continues to be the sole owner of SiteOne Landscape Supply Holding, LLC. The aforementioned transactions described in this paragraph are referred to herein as the “CD&R Acquisition”. Subsequent to the CD&R Acquisition, the Company has operated as an independent, stand-alone entity (referred to herein as the “Successor Company”). The CD&R Acquisition was accounted for as a business combination in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification™ (“ASC”) Topic 805, Business Combinations The Company’s chief operating decision maker (CODM) manages the business as a single reportable segment. Within the organizational framework, the same operational resources support multiple geographical regions and performance is evaluated primarily by the CODM at a consolidated level. The CODM also evaluates regional performance based on financial and operational measures and receives discrete financial information on a regional basis. Since all of the Company’s regions have similar operations and share similar economic characteristics, the Company aggregates 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 the Company sells to and 4) the distribution methods used. Further, all of the Company’s product categories have similar supply chain processes, classes of customers and economic characteristics. The accompanying audited financial statements of the Company included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Successor presentation The Consolidated Statements of Operations, Comprehensive income (loss), Equity and Cash Flows for the Successor Company are presented for the fiscal years ended January 3, 2016, December 28, 2014 and for the period from December 23, 2013 through December 29, 2013 which consists of: (1) the results of operations of the Company for the one week period from December 23, 2013 (the Closing Date of the CD&R Acquisition) to December 29, 2013 and (2) merger and advisory costs related to the CD&R Acquisition which were incurred prior to the Closing Date. The consolidated financial statements for the Successor Company 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. The Successor Company owns 100% of all subsidiaries presented in these financial statements. All intercompany balances and transactions have been eliminated in consolidation. Predecessor presentation The Combined Statements of Operations, Comprehensive income (loss), Equity and Cash Flows are presented for the predecessor period from December 31, 2012 through December 22, 2013. This period represents the combined operations of Landscape, the affiliated entity LESCO and their respective subsidiaries, all of which were under common control of Deere (collectively referenced herein as the “Predecessor Company”). The Predecessor Company financial statements represent a “carve out” from the consolidated financial statements of Deere. These financial statements have been derived from the historical consolidated financial statements and accounting records of Deere; and includes allocations of certain charges for services and other costs of Deere attributable to or incurred on behalf of the Predecessor Company. Management believes the allocations and amounts included in the combined financial statements for certain corporate costs are reasonable; however, these costs do not necessarily reflect the costs that would have been incurred by the Company as an unaffiliated entity of Deere, since these costs are based on the structure of the operations and related activities of the Predecessor Company, as managed and operated by Deere. The following is a summary of the major expense categories and the methodology used to allocate such expenses: • Salaries, wages, bonuses, payroll taxes and stock options are actual amounts for the specific employees assigned to the Predecessor Company. • Human resource and benefit administration costs were allocated based on the number of employees specifically assigned to the Predecessor Company in relation to the total employees of Deere. • Environmental services, fixed asset systems and legal accruals were allocated based on actual billings. • Legal services, accounting and risk managements costs were allocated based on net sales in relation to total net sales of Deere. • Federal and state income taxes were computed specifically for the Predecessor Company based on the income reflected by the separate tax return method. • Treasury services were allocated based on total assets in relation to total assets of Deere. |
Use of Estimates | Use of Estimates The preparation of condensed 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. | Use of estimates in the preparation of financial statements |
Fiscal Year | 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 January 1, 2017 includes 52 weeks and the fiscal year ended January 3, 2016 includes 53 weeks. The three months ended October 2, 2016 and September 27, 2015 both include 13 weeks, and the nine months ended October 2, 2016 and September 27, 2015 both include 39 weeks. | Fiscal year |
Cash and cash equivalents | Cash and cash equivalents | |
Accounts receivable | Accounts receivable Activity in the allowance for doubtful accounts for the periods was as follows (in millions): Successor Successor Successor Predecessor For the year For the year For the period For the period Beginning balance $ 3.0 $ — $ — $ 5.4 Provision (reduction) for allowance 1.0 (0.8 ) — (1.5 ) Net charges and (recoveries) (0.4 ) 3.8 — (0.3 ) Ending balance $ 3.6 $ 3.0 $ — $ 3.6 | |
Inventory | Inventory | |
Property and equipment, net | Property and equipment, net | |
Acquisitions | Acquisitions Business Combinations, | |
Goodwill impairment | Goodwill impairment The impairment test is a two-step process. The first step requires the Company to estimate and compare the fair value of a reporting unit to its carrying amount, including goodwill. If the fair value exceeds the carrying amount, the goodwill is not considered impaired. To the extent a reporting unit’s carrying amount exceeds its fair value, the reporting unit’s goodwill may be impaired and the second step of the impairment test must be performed. The second step involves assigning the reporting unit’s fair value to all of its recognized and unrecognized assets and liabilities as if the reporting unit had been acquired in a business combination in order to determine the implied fair value of the reporting unit’s goodwill as of the testing date. The implied fair value of the reporting unit’s goodwill is then compared to the carrying amount of goodwill to quantify an impairment loss, if any, which would equal the excess of the carrying amount of goodwill over the goodwill’s implied fair value. No impairment occurred during the periods presented. See Note 5 for more detailed description of goodwill. | |
Intangible assets, net | Intangible assets, net | |
Fair value measurement | Fair value measurement • 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, 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. Because the long-term debt is not traded in an active or inactive market, and because no similar instruments or those with similar characteristics trade in an active market, the debt instruments, including the short-term portion, are Level 3. | |
Revenue recognition | Revenue recognition | |
Sales incentives | Sales incentives | |
Sales taxes | Sales taxes | |
Shipping and handling costs | Shipping and handling costs | |
Cost of goods sold | Cost of goods sold | |
Warranty Reserves | Warranty Reserves: | |
Advertising costs | Advertising costs | |
Stock-based compensation | Stock-based compensation | |
Long-lived assets impairment | Long-lived assets impairment If the recoverability test indicates the asset group balances are not recoverable, the Company would recognize an impairment charge to reduce the long-lived asset balances based on the fair value of the asset group. Prices for similar assets are used to determine the fair value of the asset group. The amount of such impairment would be charged to operations in the current period. There were no impairment charges recognized during the Successor Company periods ended January 3, 2016, December 28, 2014 and December 29, 2013 and the Predecessor Company period ended December 22, 2013. | |
Other income | Other income | |
Income taxes | Income taxes Deferred taxes are provided on an asset and liability method in which deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Realization of deferred tax assets is dependent upon sufficient future taxable income. The Company’s operations involve dealing with uncertainties and judgments in the application of complex tax regulations in a multitude of jurisdictions. The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return based on its estimate of whether, and the extent to which, additional taxes will be due. The Company recognizes interest, if any, related to unrecognized tax benefits within the Interest and other non-operating expenses line item, and recognizes penalties in Selling, general and administrative expenses. See Note 9 for further information pertaining to income taxes. | |
Foreign currency translation | Foreign currency translation | |
Intercompany payable to Deere | Intercompany payable to Deere | |
Recently Issued and Adopted Accounting Pronouncements and Accounting Pronouncements Issued But Not Yet Adopted | Recently Issued and Adopted Accounting Pronouncements In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update, (“ASU”) No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which amends Accounting Standards Codification (“ASC”) 805, Business Combinations Accounting Pronouncements Issued But Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, The guidance permits two implementation approaches, allowing for either full retrospective adoption or modified retrospective adoption of the new standard. The Company is evaluating the impact of the pending adoption of ASU No. 2014-09. The Company has not selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In July 2015, the FASB issued Accounting Standards Update 2015-11, Simplifying the Measurement of Inventory In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments | Recently Issued and Adopted Accounting Pronouncements In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs On November 20, 2015, FASB issued ASU 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes Accounting Pronouncements Issued But Not Yet Adopted In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. The Company is evaluating the effect that ASU No. 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In July 2015, FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In September 2015, the FASB issued ASU 2015-16, Business Combinations . In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting |
Principles of Consolidation | Principles of Consolidation The Company’s unaudited condensed 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. The Company owns 100% of all subsidiaries presented in these financial statements. All intercompany balances and transactions have been eliminated in consolidation. |
Nature of Business and Signif25
Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 03, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Activity in Allowance for Doubtful Accounts | Activity in the allowance for doubtful accounts for the periods was as follows (in millions): Successor Successor Successor Predecessor For the year For the year For the period For the period Beginning balance $ 3.0 $ — $ — $ 5.4 Provision (reduction) for allowance 1.0 (0.8 ) — (1.5 ) Net charges and (recoveries) (0.4 ) 3.8 — (0.3 ) Ending balance $ 3.6 $ 3.0 $ — $ 3.6 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The estimate of the fair values of assets acquired and liabilities assumed is as follows: (In millions) Fair value of consideration transferred: Cash consideration $ 57.8 Working capital adjustment (0.1 ) Net consideration transferred $ 57.7 Assets acquired, at fair market value: Cash and cash equivalents $ 2.3 Accounts receivable 5.7 Inventory 9.3 Deferred tax assets 3.5 Prepaid expenses and other current assets 2.2 Total current assets 23.0 Property and equipment 9.9 Intangible assets 27.2 Other assets 1.3 Total assets $ 61.4 Liabilities assumed, at fair market value: Accounts payable $ 6.1 Accrued liabilities 6.7 Deferred tax liabilities 12.0 Total liabilities assumed $ 24.8 Identifiable net assets acquired $ 36.6 Goodwill 21.1 Net assets acquired $ 57.7 | The preliminary estimate of the fair values of assets acquired and liabilities assumed (in millions) is as follows: Fair value of consideration transferred (in millions): Cash consideration $ 57.8 Working capital adjustment (0.1 ) Net consideration transferred 57.7 Assets acquired, at fair market value: Cash and cash equivalents $ 2.3 Accounts receivable 5.7 Inventory 9.3 Deferred tax assets 3.5 Prepaid expenses and other current assets 2.2 Total current assets 23.0 Property and equipment 9.9 Intangible assets 27.2 Other assets 1.3 Total assets 61.4 Liabilities assumed, at fair market value: Accounts payable 6.1 Accrued liabilities 6.7 Deferred tax liabilities 12.0 Total liabilities assumed 24.8 Identifiable net assets acquired 36.6 Goodwill 21.1 Net assets acquired $ 57.7 |
Summary of Unaudited Pro Forma Information | On an unaudited pro forma basis, the following represents the consolidated results of the Company had the Company acquired Shemin as of December 29, 2014 (the first day of the Company’s fiscal year 2015): Nine Months Ended September 27, 2015 (In millions, except per share data) Net sales $ 1,119.3 Net income available to SiteOne common shareholders $ (0.6 ) Net income per share of common stock attributable to SiteOne—diluted $ (0.05 ) | On an unaudited pro forma basis, the following represents the consolidated results of the Company had the Company acquired Shemin as of December 31, 2013 (the first day of the Company’s fiscal year 2014): Fiscal Years Ended (In millions, except for per share data) January 3, December 28, Net sales $ 1,459.1 $ 1,313.5 Net loss available to SiteOne common shareholders $ (17.6 ) $ (5.8 ) Net loss per share of common stock attributable to SiteOne—diluted $ (1.24 ) $ (0.42 ) |
CD And R Acquisition | ||
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | Fair value of consideration transferred (in millions): Cash consideration $ 318.0 Common stock issued as consideration 78.2 Pre-closing adjustment (7.6 ) Working capital adjustment (1) 3.5 Net consideration transferred $ 392.1 Fair value of assets acquired and liabilities assumed: Cash and cash equivalents $ 10.4 Accounts receivable 124.5 Inventories 223.8 Property and equipment 55.7 Intangible assets 90.5 Deferred income tax asset 15.8 Other assets 11.4 Accounts payable (66.4 ) Deferred income tax liabilities (44.0 ) Other liabilities (29.0 ) Capital leases assumed (9.2 ) Net assets acquired $ 383.5 Excess purchase price attributed to goodwill acquired $ 8.6 (1) In March 2014 the Company paid to Deere approximately $3.5 million for a working capital adjustment required by the agreement. This amount was included in Accrued liabilities as of December 29, 2013. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment consisted of the following (in millions): Useful October 2, 2016 January 3, 2016 Land $ 14.5 $ 14.6 Buildings and leasehold improvements: Buildings 1 - 20 8.3 9.8 Leasehold improvements 1 - 20 13.2 9.8 Store equipment 1 - 12 17.2 14.3 Office furniture and fixtures and vehicles: Office furniture and fixtures 1 - 12 9.8 7.9 Vehicles 2 - 6 33.8 29.2 Tooling 7 0.5 0.1 Construction in process 3.2 3.1 Total property and equipment, gross 100.5 88.8 Accumulated depreciation 32.6 22.6 Total property and equipment, net $ 67.9 $ 66.2 | Property and equipment consisted of the following (in millions): Useful Consolidated Consolidated Land $ 14.6 $ 14.6 Buildings and leasehold improvements: Buildings 1 - 20 9.8 8.3 Leasehold improvements 1 - 20 9.8 6.1 Store equipment 1 - 12 14.3 8.4 Office furniture and fixtures and vehicles: Office furniture and fixtures 1 - 12 7.9 4.9 Vehicles 2 - 6 29.2 21.4 Tooling 7 0.1 0.1 Construction in process 3.1 — Total Property and equipment, gross 88.8 63.8 Accumulated depreciation 22.6 10.3 Total Property and equipment, net $ 66.2 $ 53.5 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Summary of Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill are as follows (in millions): January 4, 2016 December 29, 2014 Beginning balance $ 48.0 $ 11.4 Acquisitions 18.1 36.6 Ending balance $ 66.1 $ 48.0 | The changes in the carrying amount of goodwill for the years ended January 3, 2016 and December 28, 2014 are as follows (in millions): Successor Successor For the year For the year Beginning balance $ 11.4 $ 8.6 Acquisitions 36.6 2.8 Ending balance $ 48.0 $ 11.4 |
Components of Intangible Assets | The following table summarizes the components of intangible assets (in millions except amortization period): October 2, 2016 January 3, 2016 Years Amount Accumulated Net Amount Accumulated Net Customer relationships 10-21 $ 145.1 $ 42.3 $ 102.8 $ 127.7 $ 26.5 $ 101.2 Trademarks and other 5-10 5.0 1.8 3.2 4.4 1.3 3.1 Total intangibles $ 150.1 $ 44.1 $ 106.0 $ 132.1 $ 27.8 $ 104.3 | The following table summarizes the components of intangible assets (in millions): Successor—January 3, 2016 Successor—December 28, 2014 Years Amount Accumulated Net Amount Accumulated Net Customer relationships 10-21 $ 127.7 $ 26.5 $ 101.2 $ 92.5 $ 9.2 $ 83.3 Trademarks and other 5-10 4.4 1.3 $ 3.1 4.4 0.7 3.7 Total intangibles $ 132.1 $ 27.8 $ 104.3 $ 96.9 $ 9.9 $ 87.0 |
Schedule of Estimated Future Amortization | Total future amortization estimated as of January 3, 2016, is as follows (in millions): Period ending: 2016 $ 18.9 2017 15.6 2018 12.9 2019 10.8 2020 9.0 Thereafter 37.1 Total future amortization $ 104.3 |
Capital Leases (Tables)
Capital Leases (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Leases [Abstract] | ||
Schedule of Capital Leases Consisting of Vehicle Leases | Capital leases, consisting of vehicle leases, included the following (in millions): October 2, 2016 January 3, 2016 Capital lease obligations with rates ranging from 1.4% to 4.5% with monthly payments of approximately $0.4 million maturing through September 2021 $ 10.6 $ 11.1 Less current maturities 4.1 4.0 Total capital leases, less current portion $ 6.5 $ 7.1 | Capital leases, consisting of vehicle leases, included the following (in millions except payment information): Consolidated Consolidated Capital lease obligations with rates ranging from 1.4% to 4.0% with monthly payments of approximately $0.4 million maturing through May 2020 $ 11.1 $ 10.7 Less current maturities 4.0 3.5 Total Capital leases, less current portion $ 7.1 $ 7.2 |
Future Minimum Lease Payments under Capital Leases | Future minimum lease payments under capital leases are due as follows (in millions): Fiscal year: 2016 $ 4.5 2017 3.9 2018 3.2 2019 1.0 2020 and Thereafter — Total minimum lease payments 12.6 Less amounts representing interest 1.5 Present value of future minimum lease payments $ 11.1 |
Employee Benefit and Stock In30
Employee Benefit and Stock Incentive Plan (Tables) | 12 Months Ended |
Jan. 03, 2016 | |
Postemployment Benefits [Abstract] | |
Schedule of Assumption of Fair Value Options | The assumptions used for the Black-Scholes options pricing model to determine the fair value of options follow: Consolidated Consolidated Risk-free interest rate 1.73% - 2.07% 1.90% Expected dividends 0 0 Expected volatility 30% - 40% 40% Expected term (in years) 6.5 6 Weighted-average volatility 36% 40% |
Schedule of Stock Option Activities | Stock option activities for the periods ended January 3, 2016 and December 28, 2014: Number of Weighted Weighted Average Outstanding at December 30, 2013 — $ — Granted 2,141.2 8.61 Exercised — Expired or forfeited — Outstanding at December 28, 2014 2,141.2 8.61 8.99 Granted 955.0 13.23 Exercised — Expired or forfeited (36.0 ) 8.61 Outstanding at January 3, 2016 3,060.2 10.05 8.74 Exercisable at January 3, 2016 842.3 $ 8.61 8.52 Unvested and expected to vest at January 3, 2016 2,217.9 $ 10.60 8.83 |
Debt (Tables)
Debt (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Debt Disclosure [Abstract] | ||
Schedule of Long-term Debt | Long-term debt was as follows (in millions): October 2, 2016 January 3, 2016 ABL facility $ 174.8 $ 128.0 Term loan facility 273.6 60.5 Less: unamortized debt issuance costs and discounts on debt (13.9 ) (10.8 ) Total debt $ 434.5 $ 177.7 Less current portion (2.8 ) (0.6 ) Total long-term debt $ 431.7 $ 177.1 | Long-term debt was as follows (in millions): Consolidated Consolidated ABL facility $ 128.0 $ 74.3 Term loan facility 60.5 61.2 Debt discount (10.8 ) (13.8 ) Total debt $ 177.7 $ 121.7 Less current portion (0.6 ) (0.6 ) Total long-term debt $ 177.1 $ 121.1 |
Maturities of Long-Term Debt Outstanding in Principal Amounts | Maturities of long-term debt outstanding, in principal amounts at January 3, 2016 are summarized below (in millions): Fiscal year: 2016 $ 0.6 2017 0.6 2018 0.6 2019 58.7 2020 128.0 Thereafter — Total $ 188.5 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 03, 2016 | |
Income Tax Disclosure [Abstract] | |
Components of Net Income (loss) Before Taxes | Components of net income (loss) before taxes were as follows (in millions): Consolidated For the year December 29, 2014 Consolidated Consolidated Combined U.S. $47.1 $34.8 $(13.0) $57.0 Foreign 1.3 1.3 — 0.6 Total $48.4 $36.1 $(13.0) $57.6 |
Components of Income Tax Expense (Benefit) | Components of income tax expense (benefit) were as follows (in millions): Consolidated Consolidated Consolidated Combined Current income tax expense U.S. federal $ 21.7 $ 11.7 $ — $ — U.S. state and local 4.9 1.7 — 1.6 Foreign 0.4 0.4 — 0.2 Total current 27.0 13.8 — 1.8 Deferred income tax (benefit) expense U.S. federal (6.8 ) 0.4 (3.2 ) 20.2 U.S. state and local (0.7 ) 0.3 (0.2 ) 1.9 Foreign — (0.1 ) (0.1 ) — Total deferred (7.5 ) 0.6 (3.5 ) 22.1 Total $ 19.5 $ 14.4 $ (3.5 ) $ 23.9 |
Reconciliation of Income Tax Expense (Benefit) at Statutory Federal Rate to Actual Income Tax Expense (Benefit) | The following table provides a reconciliation of income tax expense (benefit) at the statutory U.S. federal tax rate to actual income tax expense (benefit) for the periods presented (in millions): Consolidated For the year to January 3, 2016 Consolidated Consolidated Combined U.S. federal statutory expense (benefit) $ 16.9 $ 12.6 $ (4.5 ) $ 20.2 State and local income taxes, net 2.5 1.4 (0.2 ) 2.2 Change in valuation allowance, net — — — 0.9 Nondeductible items 0.2 0.5 1.3 0.1 Other, net (0.1 ) (0.1 ) (0.1 ) 0.5 Income tax expense (benefit) $ 19.5 $ 14.4 $ (3.5 ) $ 23.9 |
Significant Components of Deferred Income Taxes | The significant components of deferred income taxes are as follows (in millions): Consolidated Consolidated Deferred tax assets: Net operating losses $ 4.2 $ 4.6 Allowance for uncollectible accounts 3.0 2.8 Inventory 1.9 0.7 Reserve for sales bonuses 3.0 3.1 Accrued compensation 2.7 2.6 Stock compensation 1.6 0.4 Rent accrual 1.2 0.6 Environmental reserve 0.9 0.9 Deferred transaction costs 3.6 2.1 Other 1.4 0.7 Total gross deferred tax assets 23.5 18.5 Valuation allowance (4.2 ) (4.6 ) Total net deferred tax assets 19.3 13.9 Deferred tax liabilities: Fixed assets and land (7.9 ) (6.5 ) Intangible assets (34.8 ) (30.5 ) Goodwill (2.3 ) (1.7 ) Other (0.5 ) (0.5 ) Total deferred tax liabilities (45.5 ) (39.2 ) Net deferred tax liabilities $ (26.2 ) $ (25.3 ) |
Activity in Tax Valuation Allowance | Activity within the tax valuation allowance for the periods was as follows (in millions): Consolidated Consolidated Consolidated Combined Beginning balance $ 4.6 $ 4.6 $ 4.6 $ 5.0 Increase in valuation allowance — — — 0.9 Decrease in valuation allowance (0.4 ) — — (0.4 ) Ending balance $ 4.2 $ 4.6 $ 4.6 $ 5.5 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jan. 03, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Approximate future minimum lease payments under non-cancelable operating leases, net of sublease income, are as follows (in millions): Gross lease Sublease Net lease Fiscal year: 2016 $ 32.6 $ (0.3 ) $ 32.3 2017 27.3 (0.1 ) 27.2 2018 21.8 — 21.8 2019 16.4 — 16.4 2020 10.4 — 10.4 Thereafter 54.4 — 54.4 Total minimum lease payments $ 162.9 $ (0.4 ) $ 162.5 |
Redeemable Convertible Prefer34
Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Jan. 03, 2016 | |
Text Block [Abstract] | |
Summary of Changes in Carrying Value of Redeemable Convertible Preferred Stock | The below table summarizes the changes in the carrying value of the Redeemable Convertible Preferred Stock: (in millions) Balance as of December 23, 2013 $ 174.0 Cumulative Dividends paid-in-kind during the period — Balance as of December 29, 2013 174.0 Cumulative Dividends paid-in-kind during the period 18.6 Balance as of December 28, 2014 192.6 Cumulative Dividends paid-in-kind during the period 24.2 Balance as of January 3, 2016 $ 216.8 |
Net Sales by Product (Tables)
Net Sales by Product (Tables) | 12 Months Ended |
Jan. 03, 2016 | |
Text Block [Abstract] | |
Net Sales from External Customers by Product Category | Net Sales from external customers by product category were as follows: Successor Successor Successor Predecessor For the year For the year For the period For the period Maintenance $ 525.1 $ 473.7 $ 2.4 $ 454.4 Irrigation and Lighting 512.4 432.5 1.7 386.4 Landscapes and other 233.3 176.2 0.8 154.2 Nursery 180.8 94.2 0.4 77.7 $ 1,451.6 $ 1,176.6 $ 5.3 $ 1,072.7 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Earnings Per Share [Abstract] | ||
Schedule of Potential Shares of Common Stock not Included in Diluted Earnings Per Common Share Calculation | For the three and nine months ended October 2, 2016 and September 27, 2015, the assumed exercises of a portion of the Company’s employee stock options, RSUs, DSUs and the assumed conversion of all of the Redeemable Convertible Preferred Stock were anti-dilutive and, therefore, the following potential shares of common stock were not included in the diluted earnings per common share calculation: For the three months ended For the nine months ended October 2, September 27, October 2, September 27, Weighted average potential common shares excluded because anti-dilutive Preferred stock — 24,202,751 12,270,493 23,499,816 Employee stock options, RSUs and DSUs 11,988 793,345 3,137,951 632,479 | For the Successor Company periods ended January 3, 2016, December 28, 2014 and December 29, 2013, the assumed exercises the Company’s employee stock options and the conversion of Redeemable Convertible Preferred Stock were anti-dilutive and, therefore, the following potential shares of common stock were not included in the diluted loss per common share calculation: For the periods ended January 3, 2016 December 28, 2014 December 29, 2013 Weighted average potential common shares excluded because anti-dilutive Redeemable Convertible Preferred Stock 23,876,230 21,234,297 20,215,494 Employee Stock Options 2,836,919 1,007,591 — |
Nature of Business and Signif37
Nature of Business and Significant Accounting Policies - Additional Information (Detail) $ / shares in Units, $ in Millions | May 17, 2016$ / sharesshares | May 16, 2016shares | May 02, 2016USD ($) | Apr. 29, 2016USD ($) | Dec. 29, 2013USD ($)shares | Dec. 23, 2013USD ($) | Oct. 02, 2016USD ($)Store | Sep. 27, 2015USD ($) | Oct. 02, 2016USD ($)Store | Sep. 27, 2015USD ($) | Jan. 03, 2016USD ($)Store | Dec. 28, 2014USD ($) | Dec. 22, 2013USD ($) |
Concentration Risk [Line Items] | |||||||||||||
Number of stores | Store | 450 | 450 | 400 | ||||||||||
Percentage of ownership of subsidiaries | 100.00% | 100.00% | 100.00% | ||||||||||
Acquired ownership interest | 100.00% | ||||||||||||
Weighted average cost total inventory, percentage | 7.60% | ||||||||||||
Reserve for obsolete and excess inventory | $ 4.4 | $ 0.9 | |||||||||||
Advertising costs | $ 0 | 0.4 | 0.1 | ||||||||||
Long-lived assets, impairment charge | $ 0 | $ 0 | 0 | ||||||||||
Special cash dividend | $ 176 | $ 176 | $ 0 | ||||||||||
Special cash dividend paid to preferred stockholders | $ 0 | $ 0 | $ 112.4 | 0 | |||||||||
Payments to offset dilutive impact of special cash dividend | 2.8 | ||||||||||||
Geographic Concentration Risk | Total Assets | Canada and Other Countries | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Concentration risk, percentage (less than) | 2.00% | ||||||||||||
Geographic Concentration Risk | Sales | Canada and Other Countries | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Concentration risk, percentage (less than) | 2.00% | ||||||||||||
Common Stock | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Acquired ownership interest | 40.00% | ||||||||||||
Cash consideration to acquire business | $ 314 | ||||||||||||
Stock split | 11.6181 | ||||||||||||
Shares of common stock issued as a result of conversion of stock (shares) | shares | 25,303,164 | ||||||||||||
Shares issued in initial public offering (shares) | shares | 13,477,000 | ||||||||||||
IPO | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Initial public offering price (in dollars per share | $ / shares | $ 21 | ||||||||||||
Shares issued in initial public offering (shares) | shares | 10,000,000 | ||||||||||||
IPO | Common Stock | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Shares of common stock issued as a result of conversion of stock (shares) | shares | 25,303,164 | ||||||||||||
Over-Allotment Option for Underwriters | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Shares issued in initial public offering (shares) | shares | 1,500,000 | ||||||||||||
Term loan facility | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Face amount of loan | $ 275 | $ 61.7 | |||||||||||
Repayment of borrowings outstanding | 60.3 | ||||||||||||
Special cash dividend | 176 | ||||||||||||
ABL facility | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Repayment of borrowings outstanding | $ 29.9 | ||||||||||||
Redeemable Convertible Preferred Stock | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Acquired ownership interest | 60.00% | ||||||||||||
Cash consideration to acquire business | $ 174 | ||||||||||||
Special cash dividend | $ 112.4 | ||||||||||||
Special cash dividend paid to preferred stockholders | $ 5 | $ 11.6 | |||||||||||
Maximum | Geographic Concentration Risk | Total Assets | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Concentration risk, percentage (less than) | 2.00% | ||||||||||||
Maximum | Geographic Concentration Risk | Sales | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Concentration risk, percentage (less than) | 2.00% | ||||||||||||
Accounting Standards Update 2015-03 | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Deferred financing costs reclassified to long term debt | $ 7.3 | 8.9 | |||||||||||
Predecessor | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Advertising costs | $ 0.2 | ||||||||||||
Long-lived assets, impairment charge | $ 0 | ||||||||||||
Accrued Liabilities | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Warranty reserve included in accrued liabilities | $ 0.5 | $ 0 |
Nature of Business and Signif38
Nature of Business and Significant Accounting Policies - Activity in Allowance For Doubtful Accounts (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 03, 2016 | Dec. 28, 2014 | Dec. 22, 2013 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | $ 3 | ||
Provision (reduction) for allowance | 1 | $ (0.8) | |
Net charges and (recoveries) | (0.4) | 3.8 | |
Ending balance | $ 3.6 | $ 3 | |
Predecessor | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | $ 5.4 | ||
Provision (reduction) for allowance | (1.5) | ||
Net charges and (recoveries) | (0.3) | ||
Ending balance | $ 3.6 |
CD&R Acquisition Accounting - A
CD&R Acquisition Accounting - Additional Information (Detail) - USD ($) $ in Millions | Dec. 29, 2013 | Dec. 23, 2013 | Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | Dec. 22, 2013 | Apr. 29, 2016 | Dec. 28, 2014 |
Business Acquisition [Line Items] | ||||||||
Cash consideration | $ 58.5 | $ 104 | ||||||
Ownership interest acquired | 100.00% | |||||||
Equity proceeds from redeemable convertible preferred stock | $ 174 | |||||||
Fair value of the Redeemable Convertible Preferred Stock | $ 174 | |||||||
Excess purchase price attributed to goodwill acquired | 8.6 | $ 66.1 | $ 48 | $ 11.4 | ||||
Buildings | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Property, plant and equipment useful life | 1 year | 1 year | ||||||
Buildings | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Property, plant and equipment useful life | 20 years | 20 years | ||||||
Term loan facility | ||||||||
Business Acquisition [Line Items] | ||||||||
Face amount of loan | 61.7 | $ 275 | ||||||
SiteOne Landscape Supply Holding, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration | $ 314 | |||||||
Ownership interest acquired | 40.00% | |||||||
CD And R Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration | $ 318 | |||||||
Equity proceeds from redeemable convertible preferred stock | 174 | |||||||
Costs incurred in connection with Acquisition | 29 | |||||||
Excess purchase price attributed to goodwill acquired | $ 8.6 | |||||||
CD And R Acquisition | Finite-Lived Intangible Assets | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Discount rate (percent) | 16.50% | |||||||
Attrition rate (percent) | 5.00% | |||||||
CD And R Acquisition | Finite-Lived Intangible Assets | Trade Names | ||||||||
Business Acquisition [Line Items] | ||||||||
Discount rate (percent) | 16.50% | |||||||
Royalty rate (percent) | 0.25% | |||||||
CD And R Acquisition | Selling, General and Administrative Expenses | ||||||||
Business Acquisition [Line Items] | ||||||||
Costs incurred in connection with Acquisition | $ 9.8 | |||||||
CD And R Acquisition | Predecessor | Selling, General and Administrative Expenses | ||||||||
Business Acquisition [Line Items] | ||||||||
Costs incurred in connection with Acquisition | $ 2.3 | |||||||
CD And R Acquisition | Buildings | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Property, plant and equipment useful life | 30 years | |||||||
CD And R Acquisition | Buildings | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Property, plant and equipment useful life | 50 years | |||||||
CD And R Acquisition | ABL facility | ||||||||
Business Acquisition [Line Items] | ||||||||
Face amount of loan | $ 104.9 | |||||||
CD And R Acquisition | Term loan facility | ||||||||
Business Acquisition [Line Items] | ||||||||
Face amount of loan | 61.7 | |||||||
CD And R Acquisition | Debt Discount | ||||||||
Business Acquisition [Line Items] | ||||||||
Costs incurred in connection with Acquisition | $ 16.9 |
CD&R Acquisition Accounting - S
CD&R Acquisition Accounting - Summary of Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Millions | Dec. 29, 2013 | Dec. 23, 2013 | Mar. 31, 2014 | Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | Dec. 28, 2014 | |
Fair value of consideration transferred (in millions): | ||||||||
Cash consideration | $ 58.5 | $ 104 | ||||||
Working capital adjustment | $ 3.5 | |||||||
Fair value of assets acquired and liabilities assumed: | ||||||||
Excess purchase price attributed to goodwill acquired | $ 8.6 | $ 66.1 | $ 48 | $ 11.4 | ||||
CD And R Acquisition | ||||||||
Fair value of consideration transferred (in millions): | ||||||||
Cash consideration | $ 318 | |||||||
Common stock issued as consideration | 78.2 | |||||||
Pre-closing adjustment | (7.6) | |||||||
Working capital adjustment | 3.5 | [1] | $ 3.5 | |||||
Net consideration transferred | 392.1 | |||||||
Fair value of assets acquired and liabilities assumed: | ||||||||
Cash and cash equivalents | 10.4 | |||||||
Accounts receivable | 124.5 | |||||||
Inventories | 223.8 | |||||||
Property and equipment | 55.7 | |||||||
Intangible assets | 90.5 | |||||||
Deferred income tax asset | 15.8 | |||||||
Other assets | 11.4 | |||||||
Accounts payable | (66.4) | |||||||
Deferred income tax liabilities | (44) | |||||||
Other liabilities | (29) | |||||||
Capital leases assumed | (9.2) | |||||||
Net assets acquired | 383.5 | |||||||
Excess purchase price attributed to goodwill acquired | $ 8.6 | |||||||
[1] | In March 2014 the Company paid to Deere approximately $3.5 million for a working capital adjustment required by the agreement. This amount was included in Accrued liabilities as of December 29, 2013. |
CD&R Acquisition Accounting -41
CD&R Acquisition Accounting - Summary of Fair Value of Assets Acquired and Liabilities Assumed (Parenthetical) (Detail) - USD ($) $ in Millions | Dec. 29, 2013 | Dec. 23, 2013 | [1] | Mar. 31, 2014 |
Business Acquisition [Line Items] | ||||
Working capital adjustment | $ 3.5 | |||
CD And R Acquisition | ||||
Business Acquisition [Line Items] | ||||
Working capital adjustment | $ 3.5 | $ 3.5 | ||
[1] | In March 2014 the Company paid to Deere approximately $3.5 million for a working capital adjustment required by the agreement. This amount was included in Accrued liabilities as of December 29, 2013. |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Feb. 28, 2015USD ($)LocationStateMarkets | Oct. 02, 2016USD ($)Store | Sep. 27, 2015USD ($) | Jan. 03, 2016USD ($)Store | Dec. 28, 2014USD ($) | Sep. 30, 2016Location | Aug. 31, 2016Location | Apr. 30, 2016Location | Jan. 31, 2016Location | Aug. 31, 2015Location | May 31, 2015Location | Oct. 31, 2014Location | Sep. 30, 2014Location | Jul. 31, 2014Location | Apr. 30, 2014LocationProvince | Dec. 29, 2013USD ($) | |
Business Acquisition [Line Items] | ||||||||||||||||
Excess purchase price attributed to goodwill acquired | $ 66,100,000 | $ 48,000,000 | $ 11,400,000 | $ 8,600,000 | ||||||||||||
Number of locations | Store | 450 | 400 | ||||||||||||||
Cash consideration | $ 58,500,000 | $ 104,000,000 | ||||||||||||||
Business Acquisitions | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Aggregate purchase price | $ 104,000,000 | 22,700,000 | ||||||||||||||
Aggregate assets acquired | 99,900,000 | 20,000,000 | ||||||||||||||
Aggregate liabilities assumed | 32,500,000 | 100,000 | ||||||||||||||
Excess purchase price attributed to goodwill acquired | 36,600,000 | $ 2,800,000 | ||||||||||||||
Shemin | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Aggregate purchase price | $ 57,700,000 | |||||||||||||||
Aggregate assets acquired | 61,400,000 | |||||||||||||||
Aggregate liabilities assumed | 24,800,000 | |||||||||||||||
Excess purchase price attributed to goodwill acquired | $ 21,100,000 | |||||||||||||||
Number of locations | Location | 30 | |||||||||||||||
Number of states | State | 14 | |||||||||||||||
Number of major metropolitan markets | Markets | 18 | |||||||||||||||
Transaction related costs | $ 2,700,000 | |||||||||||||||
Amount of goodwill expected to be tax deductible | 0 | |||||||||||||||
Net sales added by acquisition | 130,600,000 | |||||||||||||||
Net income added by acquisition | $ 2,800,000 | |||||||||||||||
Cash consideration | $ 57,800,000 | |||||||||||||||
Shemin | Finite-Lived Intangible Assets | Customer relationships | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Discount rate (percent) | 16.00% | |||||||||||||||
Attrition rate (percent) | 10.00% | |||||||||||||||
Eljay Irrigation LTD ("Eljay") | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of locations | Location | 9 | |||||||||||||||
Number of states | Province | 4 | |||||||||||||||
Glen Allen | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of locations | Location | 1 | |||||||||||||||
Bissett | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of locations | Location | 3 | |||||||||||||||
Blue Max Materials, Inc. | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of locations | Location | 5 | |||||||||||||||
Hydro-Scape | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of locations | Location | 17 | |||||||||||||||
Tieco | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of locations | Location | 6 | |||||||||||||||
Green Resource | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of locations | Location | 5 | |||||||||||||||
AMC Industries, Inc. | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of locations | Location | 9 | |||||||||||||||
Diamond Head Sprinkler Supply, Inc | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of locations | Location | 3 | |||||||||||||||
Stockyard Horticultural Supply, Inc | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of locations | Location | 1 | |||||||||||||||
Boston Irrigation Supply Company, Inc | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of locations | Location | 1 |
Acquisitions - Preliminary Esti
Acquisitions - Preliminary Estimate of the Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Millions | Dec. 29, 2013 | Feb. 28, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | Dec. 28, 2014 |
Fair value of consideration transferred: | ||||||
Cash consideration | $ 58.5 | $ 104 | ||||
Working capital adjustment | $ 3.5 | |||||
Liabilities assumed, at fair market value: | ||||||
Goodwill | $ 8.6 | $ 66.1 | $ 48 | $ 11.4 | ||
Shemin | ||||||
Fair value of consideration transferred: | ||||||
Cash consideration | $ 57.8 | |||||
Working capital adjustment | (0.1) | |||||
Net consideration transferred | 57.7 | |||||
Assets acquired, at fair market value: | ||||||
Cash and cash equivalents | 2.3 | |||||
Accounts receivable | 5.7 | |||||
Inventory | 9.3 | |||||
Deferred tax assets | 3.5 | |||||
Prepaid expenses and other current assets | 2.2 | |||||
Total current assets | 23 | |||||
Property and equipment | 9.9 | |||||
Intangible assets | 27.2 | |||||
Other assets | 1.3 | |||||
Total assets | 61.4 | |||||
Liabilities assumed, at fair market value: | ||||||
Accounts payable | 6.1 | |||||
Accrued liabilities | 6.7 | |||||
Deferred tax liabilities | 12 | |||||
Total liabilities assumed | 24.8 | |||||
Identifiable net assets acquired | 36.6 | |||||
Goodwill | 21.1 | |||||
Net assets acquired | $ 57.7 |
Acquisitions - Summary of Unaud
Acquisitions - Summary of Unaudited Pro Forma Information (Detail) - Shemin - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 27, 2015 | Jan. 03, 2016 | Dec. 28, 2014 | |
Business Acquisition [Line Items] | |||
Net sales | $ 1,119.3 | $ 1,459.1 | $ 1,313.5 |
Net income available to SiteOne common shareholders | $ (0.6) | $ (17.6) | $ (5.8) |
Net income per share of common stock attributable to SiteOne - diluted (in dollars per share) | $ (0.05) | $ (1.24) | $ (0.42) |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Oct. 02, 2016 | Jan. 03, 2016 | Dec. 28, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 100.5 | $ 88.8 | $ 63.8 |
Accumulated depreciation | 32.6 | 22.6 | 10.3 |
Total property and equipment, net | 67.9 | 66.2 | 53.5 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 14.5 | 14.6 | 14.6 |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 8.3 | $ 9.8 | 8.3 |
Buildings | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment useful life | 1 year | 1 year | |
Buildings | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment useful life | 20 years | 20 years | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 13.2 | $ 9.8 | 6.1 |
Leasehold improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment useful life | 1 year | 1 year | |
Leasehold improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment useful life | 20 years | 20 years | |
Store equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 17.2 | $ 14.3 | 8.4 |
Store equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment useful life | 1 year | 1 year | |
Store equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment useful life | 12 years | 12 years | |
Office furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 9.8 | $ 7.9 | 4.9 |
Office furniture and fixtures | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment useful life | 1 year | 1 year | |
Office furniture and fixtures | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment useful life | 12 years | 12 years | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 33.8 | $ 29.2 | 21.4 |
Vehicles | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment useful life | 2 years | 2 years | |
Vehicles | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment useful life | 6 years | 6 years | |
Tooling | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment useful life | 7 years | 7 years | |
Property, plant and equipment, gross | $ 0.5 | $ 0.1 | $ 0.1 |
Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 3.2 | $ 3.1 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | Dec. 29, 2013 | Oct. 02, 2016 | Sep. 27, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | Dec. 28, 2014 | Dec. 22, 2013 |
Property, Plant and Equipment [Line Items] | ||||||||
Capital leased assets, gross | $ 25.1 | $ 20.6 | ||||||
Capital leases accumulated depreciation | 8.5 | 3.8 | ||||||
Depreciation expense | $ 0.1 | $ 3.5 | $ 3.4 | $ 10.3 | $ 9.2 | 12.8 | 10.3 | |
Capitalized computer software cost | 2.1 | 1.3 | ||||||
Accumulated amortization | 0.8 | 0.2 | ||||||
Capitalized computer software, amortization | $ 0 | $ 0.6 | $ 0.2 | |||||
Capitalized Software | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Finite-Lived intangible asset, useful life | 3 years | |||||||
Predecessor | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Depreciation expense | $ 5.3 | |||||||
Capitalized computer software, amortization | $ 0.2 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net - Changes in the Carrying Amount of Goodwill (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Oct. 02, 2016 | Jan. 03, 2016 | Dec. 28, 2014 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 48 | $ 11.4 | $ 8.6 |
Acquisitions | 18.1 | 36.6 | 2.8 |
Ending balance | $ 66.1 | $ 48 | $ 11.4 |
Goodwill and Intangible Asset48
Goodwill and Intangible Assets, Net - Summary of the Components of Intangible Assets (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Oct. 02, 2016 | Jan. 03, 2016 | Dec. 28, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amount | $ 150.1 | $ 132.1 | $ 96.9 |
Accumulated Amortization | 44.1 | 27.8 | 9.9 |
Net | 106 | 104.3 | 87 |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amount | 145.1 | 127.7 | 92.5 |
Accumulated Amortization | 42.3 | 26.5 | 9.2 |
Net | $ 102.8 | $ 101.2 | 83.3 |
Customer relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 10 years | 10 years | |
Customer relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 21 years | 21 years | |
Trademarks and other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amount | $ 5 | $ 4.4 | 4.4 |
Accumulated Amortization | 1.8 | 1.3 | 0.7 |
Net | $ 3.2 | $ 3.1 | $ 3.7 |
Trademarks and other | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 5 years | 5 years | |
Trademarks and other | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 10 years | 10 years |
Goodwill and Intangible Asset49
Goodwill and Intangible Assets, Net - Additional Information (Detail) $ in Millions | Dec. 29, 2013USD ($) | Oct. 02, 2016USD ($) | Sep. 27, 2015USD ($) | Oct. 02, 2016USD ($) | Sep. 27, 2015USD ($) | Jan. 03, 2016USD ($) | Dec. 28, 2014USD ($)Business | Dec. 22, 2013USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Intangible assets acquired | $ 6.4 | |||||||
Number of businesses acquired | Business | 4 | |||||||
Amortization of intangible assets | $ 0.1 | $ 5.9 | $ 4.8 | $ 16.3 | $ 13 | $ 17.9 | $ 9.8 | |
Predecessor | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Amortization of intangible assets | $ 4.7 | |||||||
Customer relationships | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Intangible assets acquired | $ 35.2 | $ 6.2 | ||||||
Weighted-average useful life of intangible assets acquired | 20 years | 10 years | ||||||
Trademarks and other | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Intangible assets acquired | $ 0.2 | |||||||
Weighted-average useful life of intangible assets acquired | 10 years | 5 years | ||||||
Hydro-Scape and Blue Max | Customer relationships | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Intangible assets acquired | $ 18 | |||||||
Weighted-average useful life of intangible assets acquired | 20 years | |||||||
Hydro-Scape and Blue Max | Trademarks and other | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Weighted-average useful life of intangible assets acquired | 9 years |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets - Summary of Estimated Amortization Expenses (Detail) - USD ($) $ in Millions | Oct. 02, 2016 | Jan. 03, 2016 | Dec. 28, 2014 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2,016 | $ 18.9 | ||
2,017 | 15.6 | ||
2,018 | 12.9 | ||
2,019 | 10.8 | ||
2,020 | 9 | ||
Thereafter | 37.1 | ||
Net | $ 106 | $ 104.3 | $ 87 |
Capital Leases (Detail)
Capital Leases (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Oct. 02, 2016 | Jan. 03, 2016 | Dec. 28, 2014 | |
Capital Leased Assets [Line Items] | |||
Capital lease obligations | $ 10.6 | $ 11.1 | $ 10.7 |
Less current maturities | 4.1 | 4 | 3.5 |
Total capital leases, less current portion | 6.5 | 7.1 | 7.2 |
Capital Lease | |||
Capital Leased Assets [Line Items] | |||
Capital lease monthly payment | $ 0.4 | $ 0.4 | $ 0.4 |
Minimum | Capital Lease | |||
Capital Leased Assets [Line Items] | |||
Capital lease interest rate (percent) | 1.40% | 1.40% | 1.40% |
Maximum | Capital Lease | |||
Capital Leased Assets [Line Items] | |||
Capital lease interest rate (percent) | 4.50% | 4.50% | 4.00% |
Maximum | Capital Lease | Scenario, Previously Reported | |||
Capital Leased Assets [Line Items] | |||
Capital lease interest rate (percent) | 4.00% |
Capital Leases - Future Minimum
Capital Leases - Future Minimum Lease Payment Under Capital Leases (Detail) $ in Millions | Jan. 03, 2016USD ($) |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity | |
2,016 | $ 4.5 |
2,017 | 3.9 |
2,018 | 3.2 |
2,019 | 1 |
2020 and Thereafter | 0 |
Total minimum lease payments | 12.6 |
Less amounts representing interest | 1.5 |
Present value of future minimum lease payments | $ 11.1 |
Capital Leases - Additional Inf
Capital Leases - Additional Information (Detail) - USD ($) $ in Millions | Dec. 29, 2013 | Jan. 03, 2016 | Dec. 28, 2014 | Dec. 22, 2013 |
Capital Lease Obligations [Line Items] | ||||
Interest expense on capital leases | $ 0 | $ 0.5 | $ 0.3 | |
Predecessor | ||||
Capital Lease Obligations [Line Items] | ||||
Interest expense on capital leases | $ 0.5 |
Employee Benefit and Stock In54
Employee Benefit and Stock Incentive Plan - Additional Information (Detail) - USD ($) | Dec. 29, 2013 | Jan. 31, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | Jan. 03, 2015 | Dec. 28, 2014 | Dec. 22, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Contributions to the defined contribution benefit plan made by Company | $ 0 | $ 1,300,000 | $ 1,000,000 | $ 4,300,000 | $ 2,900,000 | $ 4,200,000 | $ 3,300,000 | |||
Options forfeited (shares) | 87,135 | |||||||||
Options granted (shares) | 216,961 | 955,000 | 2,141,200 | |||||||
Shares outstanding | 3,060,200 | 2,141,200 | ||||||||
Stock options granted, weighted average grant date fair value | $ 4.86 | |||||||||
Share-based compensation expense | 1,100,000 | $ 800,000 | $ 4,100,000 | $ 2,300,000 | $ 3,000,000 | $ 2,100,000 | ||||
Unrecognized compensation cost from share-based compensation arrangements | $ 9,700,000 | $ 9,700,000 | $ 10,800,000 | $ 9,900,000 | ||||||
Unrecognized compensation cost from share-based compensation arrangements, period for recognition | 2 years 11 months 5 days | 3 years 9 months 11 days | ||||||||
Predecessor | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Contributions to the defined contribution benefit plan made by Company | $ 3,100,000 | |||||||||
Deferred stock units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted (shares) | 23,103 | |||||||||
Restricted stock units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted (shares) | 36,590 | |||||||||
Vesting period | 4 years | |||||||||
Restricted stock units | 25% vested in year 1 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
Restricted stock units | 25% vested in year 2 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
Restricted stock units | 25% vested in year 3 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
Restricted stock units | 25% vested in year 4 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
Stock options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 4 years | |||||||||
Stock options | 25% vested in year 1 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
Stock options | 25% vested in year 2 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
Stock options | 25% vested in year 3 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
Stock options | 25% vested in year 4 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
Stock Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares purchased by employees | 773,126 | |||||||||
Shares repurchased | $ 850 | |||||||||
Options granted for employee stock ownership | 1,894,912 | |||||||||
Options forfeited (shares) | 36,016 | |||||||||
Options granted (shares) | 1,201,312 | |||||||||
Options expiry period | 10 years | |||||||||
Number of shares authorized | 3,706,174 | |||||||||
Shares outstanding | 645,966 | |||||||||
Stock Incentive Plan | 20% vested per year | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 20.00% |
Employee Benefit and Stock In55
Employee Benefit and Stock Incentive Plan - Schedule of Fair Value Assumption (Detail) | 12 Months Ended | |
Jan. 03, 2016 | Dec. 28, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options Outstanding, Weighted Average Exercise Price, and Additional Disclosures [Abstract] | ||
Risk-free interest rate | 1.90% | |
Risk-free interest rate, Minimum | 1.73% | |
Risk-free interest rate, Maximum | 2.04% | |
Expected dividends | 0.00% | 0.00% |
Expected volatility | 40.00% | |
Expected volatility, Minimum | 30.00% | |
Expected volatility, Maximum | 40.00% | |
Expected term (in years) | 6 years 6 months | 6 years |
Weighted-average volatility | 36.00% | 40.00% |
Employee Benefit and Stock In56
Employee Benefit and Stock Incentive Plan - Stock Option Activities (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | |
Oct. 02, 2016 | Jan. 03, 2016 | Dec. 28, 2014 | |
shares outstanding | |||
Outstanding, beginning balance | 3,060,200 | 2,141,200 | |
Granted | 216,961 | 955,000 | 2,141,200 |
Exercised | 0 | 0 | |
Expired or forfeited | (36,000) | ||
Outstanding, ending balance | 3,060,200 | 2,141,200 | |
Exercisable | 842,300 | ||
Unvested and expected to vest | 2,217,900 | ||
Weighted average exercise price | |||
Weighted average exercise price, beginning balance | $ 10.05 | $ 8.61 | |
Weighted average exercise price, granted | 13.23 | $ 8.61 | |
Weighted average exercise price, exercised | 0 | 0 | |
Weighted average exercise price, expires or forfeited | 8.61 | ||
Weighted average exercise price, ending balance | 10.05 | $ 8.61 | |
Weighted average exercise price, exercisable | 8.61 | ||
Weighted average exercise price, unvested and expected to vest | $ 10.60 | ||
Weighted average remaining contractual term | |||
Weighted average remaining contractual term, outstanding | 8 years 8 months 27 days | 8 years 11 months 27 days | |
Weighted average remaining contractual term, exercisable | 8 years 6 months 7 days | ||
Weighted average remaining contractual term, unvested and expected to vest | 8 years 9 months 29 days |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Detail) - USD ($) $ in Millions | Oct. 02, 2016 | Jan. 03, 2016 | Oct. 31, 2015 | Dec. 28, 2014 | Dec. 23, 2013 |
Debt Instrument [Line Items] | |||||
Loan facility | $ 188.5 | ||||
Less: unamortized debt issuance costs and discounts on debt | $ (13.9) | (10.8) | $ (13.8) | $ (16.9) | |
Total debt | 434.5 | 177.7 | 121.7 | ||
Less current portion | (2.8) | (0.6) | (0.6) | ||
Total long-term debt | 431.7 | 177.1 | 121.1 | ||
ABL facility | |||||
Debt Instrument [Line Items] | |||||
Loan facility | 174.8 | 128 | 74.3 | ||
Less: unamortized debt issuance costs and discounts on debt | $ (1) | (12.8) | |||
Term loan facility | |||||
Debt Instrument [Line Items] | |||||
Loan facility | $ 273.6 | $ 60.5 | $ 61.2 | ||
Less: unamortized debt issuance costs and discounts on debt | $ (4.1) |
Debt - Additional Information (
Debt - Additional Information (Detail) | May 02, 2016USD ($) | Apr. 29, 2016USD ($) | Oct. 31, 2015USD ($) | Dec. 29, 2013USD ($) | Dec. 23, 2013USD ($) | Oct. 02, 2016USD ($) | Sep. 27, 2015USD ($) | Oct. 02, 2016USD ($) | Sep. 27, 2015USD ($) | Jan. 03, 2016USD ($) | Dec. 28, 2014USD ($) | Oct. 20, 2015USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Interest and other non-operating expenses, net | $ 100,000 | $ 6,300,000 | $ 2,700,000 | $ 15,400,000 | $ 7,700,000 | $ 11,400,000 | $ 9,100,000 | |||||
Interest expense related to ABL facility and Term Loan Facility | 5,600,000 | 1,800,000 | 12,200,000 | 5,100,000 | 6,900,000 | 5,800,000 | ||||||
Debt instrument, unamortized discount | $ 16,900,000 | 13,900,000 | 13,900,000 | 10,800,000 | 13,800,000 | |||||||
Amortization expense related to debt issuance costs | 600,000 | 800,000 | 3,000,000 | 2,300,000 | 4,200,000 | 3,000,000 | ||||||
Interest expense incurred related to capital leases | 100,000 | $ 100,000 | 200,000 | 300,000 | 300,000 | 300,000 | ||||||
Special cash dividend | $ 176,000,000 | 176,000,000 | $ 0 | |||||||||
ABL facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, maximum borrowing capacity | 250,000,000 | $ 325,000,000 | ||||||||||
Remaining borrowing capacity under credit facility | $ 130,200,000 | $ 130,200,000 | $ 112,500,000 | $ 126,500,000 | ||||||||
Commitment fee for the unfunded amount (percent) | 0.375% | 0.25% | ||||||||||
Debt instrument, unamortized discount | $ 1,000,000 | $ 12,800,000 | ||||||||||
Amortization of debt discount | $ 1,200,000 | |||||||||||
Repayment of borrowings outstanding | $ 29,900,000 | |||||||||||
ABL facility | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate on credit facility (percent) | 2.28% | 2.28% | 2.04% | 1.66% | ||||||||
ABL facility | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate on credit facility (percent) | 4.25% | 4.25% | 4.25% | 3.75% | ||||||||
ABL facility | LIBOR | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate (percent) | 1.25% | |||||||||||
ABL facility | LIBOR | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate (percent) | 2.00% | |||||||||||
ABL facility | Base Rate | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate (percent) | 0.25% | |||||||||||
ABL facility | Base Rate | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate (percent) | 1.00% | |||||||||||
Term loan facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of loan | $ 275,000,000 | $ 61,700,000 | ||||||||||
Interest rate (percent) | 6.25% | 6.25% | 5.00% | 5.00% | ||||||||
Percentage of excess cash flow to be paid for annual mandatory prepayments | 50.00% | 50.00% | ||||||||||
Leverage ratio | 3.50 | 2.50 | ||||||||||
Debt instrument, unamortized discount | $ 4,100,000 | |||||||||||
Repayment of borrowings outstanding | $ 60,300,000 | |||||||||||
Special cash dividend | 176,000,000 | |||||||||||
Write off of debt issuance costs and discounts | 1,200,000 | |||||||||||
Discounts and debt issuance costs capitalized | $ 6,300,000 | |||||||||||
Term loan facility | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate (percent) | 5.25% | 4.00% | ||||||||||
Debt instrument, interest rate floor (percent) | 1.00% | 1.00% | ||||||||||
Term loan facility | Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate (percent) | 4.25% | 3.00% |
Long Term Debt - Maturities of
Long Term Debt - Maturities of Long Term Debt Outstanding (Detail) $ in Millions | Jan. 03, 2016USD ($) |
Long-term Debt, Fiscal Year Maturity | |
2,016 | $ 0.6 |
2,017 | 0.6 |
2,018 | 0.6 |
2,019 | 58.7 |
2,020 | 128 |
Thereafter | 0 |
Total | $ 188.5 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Income (Loss) Before Taxes (Detail) - USD ($) $ in Millions | Dec. 29, 2013 | Oct. 02, 2016 | Sep. 27, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | Dec. 28, 2014 | Dec. 22, 2013 |
Income Tax Disclosure [Abstract] | ||||||||
U.S. | $ (13) | $ 47.1 | $ 34.8 | |||||
Foreign | 1.3 | 1.3 | ||||||
Net income (loss) before taxes | $ (13) | $ 25.6 | $ 18.8 | $ 61.6 | $ 57 | $ 48.4 | $ 36.1 | |
Predecessor | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
U.S. | $ 57 | |||||||
Foreign | 0.6 | |||||||
Net income (loss) before taxes | $ 57.6 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Millions | Dec. 29, 2013 | Oct. 02, 2016 | Sep. 27, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | Dec. 28, 2014 | Dec. 22, 2013 |
Current income tax expense | ||||||||
U.S. federal | $ 21.7 | $ 11.7 | ||||||
U.S. state and local | 4.9 | 1.7 | ||||||
Foreign | 0.4 | 0.4 | ||||||
Total current | 27 | 13.8 | ||||||
Deferred income tax (benefit) expense | ||||||||
U.S. federal | $ (3.2) | (6.8) | 0.4 | |||||
U.S. state and local | (0.2) | (0.7) | 0.3 | |||||
Foreign | (0.1) | (0.1) | ||||||
Total deferred | (3.5) | $ 0 | $ (5.8) | (7.5) | 0.6 | |||
Income tax expense (benefit) | $ (3.5) | $ 10.7 | $ 7.4 | $ 25.4 | $ 22.2 | $ 19.5 | $ 14.4 | |
Predecessor | ||||||||
Current income tax expense | ||||||||
U.S. state and local | $ 1.6 | |||||||
Foreign | 0.2 | |||||||
Total current | 1.8 | |||||||
Deferred income tax (benefit) expense | ||||||||
U.S. federal | 20.2 | |||||||
U.S. state and local | 1.9 | |||||||
Total deferred | 22.1 | |||||||
Income tax expense (benefit) | $ 23.9 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | Dec. 29, 2013 | Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | Dec. 28, 2014 | Dec. 22, 2013 |
Income Tax Disclosure [Abstract] | ||||||
Effective tax rate (percent) | 26.90% | 41.20% | 38.90% | 40.30% | 39.90% | |
Valuation allowance | $ 4.2 | $ 4.6 | ||||
Net operating losses | $ 4.2 | $ 4.6 | ||||
Amount of material increases or decreases to the valuation allowance against deferred tax assets | $ 0 | $ 0 | ||||
Minimum | ||||||
Income Tax Disclosure [Abstract] | ||||||
Net operating losses, expiration | Dec. 31, 2015 | |||||
Maximum | ||||||
Income Tax Disclosure [Abstract] | ||||||
Net operating losses, expiration | Dec. 31, 2028 | |||||
CANADA | ||||||
Income Tax Disclosure [Abstract] | ||||||
Excess of financial reporting over tax basis temporary difference | $ 4.6 | |||||
Predecessor | ||||||
Income Tax Disclosure [Abstract] | ||||||
Effective tax rate (percent) | 41.50% |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense (Benefit) at Statutory Federal Rate to Actual Income Tax Expense (Benefit) (Detail) - USD ($) $ in Millions | Dec. 29, 2013 | Oct. 02, 2016 | Sep. 27, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | Dec. 28, 2014 | Dec. 22, 2013 |
Income Tax Disclosure [Abstract] | ||||||||
U.S. federal statutory expense (benefit) | $ (4.5) | $ 16.9 | $ 12.6 | |||||
State and local income taxes, net | (0.2) | 2.5 | 1.4 | |||||
Nondeductible items | 1.3 | 0.2 | 0.5 | |||||
Other, net | (0.1) | (0.1) | (0.1) | |||||
Income tax expense (benefit) | $ (3.5) | $ 10.7 | $ 7.4 | $ 25.4 | $ 22.2 | $ 19.5 | $ 14.4 | |
Predecessor | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
U.S. federal statutory expense (benefit) | $ 20.2 | |||||||
State and local income taxes, net | 2.2 | |||||||
Change in valuation allowance, net | 0.9 | |||||||
Nondeductible items | 0.1 | |||||||
Other, net | 0.5 | |||||||
Income tax expense (benefit) | $ 23.9 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Income Taxes (Detail) - USD ($) $ in Millions | Jan. 03, 2016 | Dec. 28, 2014 |
Deferred tax assets: | ||
Net operating losses | $ 4.2 | $ 4.6 |
Allowance for uncollectible accounts | 3 | 2.8 |
Inventory | 1.9 | 0.7 |
Reserve for sales bonuses | 3 | 3.1 |
Accrued compensation | 2.7 | 2.6 |
Stock compensation | 1.6 | 0.4 |
Rent accrual | 1.2 | 0.6 |
Environmental reserve | 0.9 | 0.9 |
Deferred transaction costs | 3.6 | 2.1 |
Other | 1.4 | 0.7 |
Total gross deferred tax assets | 23.5 | 18.5 |
Valuation allowance | (4.2) | (4.6) |
Total net deferred tax assets | 19.3 | 13.9 |
Deferred tax liabilities: | ||
Fixed assets and land | (7.9) | (6.5) |
Intangible assets | (34.8) | (30.5) |
Goodwill | (2.3) | (1.7) |
Other | (0.5) | (0.5) |
Total deferred tax liabilities | (45.5) | (39.2) |
Net deferred tax liabilities | $ (26.2) | $ (25.3) |
Income Taxes - Activity In Valu
Income Taxes - Activity In Valuation Allowances (Detail) - Valuation Allowance of Deferred Tax Assets - USD ($) $ in Millions | Dec. 29, 2013 | Jan. 03, 2016 | Dec. 28, 2014 | Dec. 22, 2013 |
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Beginning balance | $ 4.6 | $ 4.6 | $ 4.6 | |
Decrease in valuation allowance | 0 | (0.4) | 0 | |
Ending balance | 4.6 | $ 4.2 | $ 4.6 | $ 4.6 |
Predecessor | ||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Beginning balance | $ 5.5 | 5 | ||
Increase in valuation allowance | 0.9 | |||
Decrease in valuation allowance | (0.4) | |||
Ending balance | $ 5.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Affiliated Entity $ in Millions | May 17, 2016USD ($) | Dec. 29, 2013USD ($) | Dec. 31, 2013USD ($)Agreement | Oct. 02, 2016USD ($) | Sep. 27, 2015USD ($) | Oct. 02, 2016USD ($) | Sep. 27, 2015USD ($) | Jan. 03, 2016USD ($) | Dec. 28, 2014USD ($) | Dec. 22, 2013USD ($) |
Related Party Transaction [Line Items] | ||||||||||
Number of consulting services agreements | Agreement | 2 | |||||||||
Net sales with customer included in statement of operations | $ 1.1 | $ 0.9 | $ 3.2 | $ 3.5 | $ 4 | $ 4.3 | ||||
Accounts receivable due from customer included in the balance sheet | $ 0.7 | 0.7 | 0.1 | 0.5 | ||||||
Financing Fees Paid | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Fees paid related to financing offered to customers | $ 0 | $ 0.4 | $ 0.2 | 0.3 | 0.4 | |||||
Consulting Services Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Fees paid related to financing offered to customers | 0.3 | |||||||||
Consulting Services Agreement Termination Fee | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Amount of the aggregate fee for contract termination agreement | $ 7.5 | |||||||||
Predecessor | Financing Fees Paid | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Fees paid related to financing offered to customers | $ 0.2 | |||||||||
Other Deere Subsidiaries | Inventory Purchases | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Purchases of inventory | 0 | 0 | 0.5 | |||||||
Outstanding payables | $ 0 | $ 0 | ||||||||
Other Deere Subsidiaries | Predecessor | Inventory Purchases | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Purchases of inventory | 2.1 | |||||||||
CD&R | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Consulting services expense | $ 4.9 | |||||||||
CD&R | Consulting Services Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Annual fee paid for consulting services | $ 1.3 | |||||||||
Term of agreement | 10 years | |||||||||
Ownership percentage floor which triggers contract termination | 10.00% | |||||||||
CD&R | Predecessor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Consulting services cost | 13.6 | |||||||||
Consulting services expense | 0.5 | |||||||||
CD&R | Predecessor | Debt Discount | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Consulting services cost | 8.2 | |||||||||
CD&R | Predecessor | Other Transaction | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Consulting services cost | $ 5.4 | |||||||||
Deere | Consulting Services Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Annual fee paid for consulting services | $ 0.7 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Dec. 29, 2013USD ($) | Jan. 31, 2013USD ($) | Oct. 02, 2016USD ($) | Sep. 27, 2015USD ($) | Jan. 03, 2016USD ($)site | Dec. 28, 2014USD ($) | Dec. 22, 2013USD ($) |
Commitments And Contingencies Disclosure [Line Items] | |||||||
Environmental expenditure amount | $ 0 | $ 0 | $ 0 | ||||
Number of sites related to environmental expenditure | site | 5 | ||||||
Undiscounted cost of future remediation efforts | $ 4,000,000 | $ 4,600,000 | 6,100,000 | ||||
Amount of liability to be paid by Deere | 2,500,000 | 2,500,000 | |||||
Maximum amount of Company's exposure to environmental liability | 2,400,000 | 2,400,000 | |||||
Indemnification asset recorded against the liability | 1,600,000 | 2,200,000 | 3,700,000 | ||||
Letter of credit, amount outstanding | 2,900,000 | 1,800,000 | 1,300,000 | ||||
Borrowings on asset-based credit facility | 322,600,000 | $ 309,900,000 | |||||
Rent expense under operating leases | 500,000 | 37,300,000 | 28,900,000 | ||||
Accrued lease | 500,000 | 800,000 | |||||
Letter of Credit | |||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||
Borrowings on asset-based credit facility | $ 0 | 0 | 0 | ||||
Fertilizer Supplier | |||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||
Contract term | 3 years | ||||||
Loan to supplier | $ 3,000,000 | ||||||
Blend Fertilizer Supplier | |||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||
Annual blending fees | 6,000,000 | ||||||
Blend Fertilizer Supplier | Cancelled Prior to July 2017 | |||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||
Exit fee if cancelled prior to agreed date | 1,200,000 | ||||||
Blend Fertilizer Supplier | Cancelled Prior to July 2018 | |||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||
Exit fee if cancelled prior to agreed date | 600,000 | ||||||
Purchase of Nursery Products and Grass Seeds | |||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||
Future obligation | 51,700,000 | ||||||
Future obligation, 2016 | 33,900,000 | ||||||
Future obligation, 2017 | 17,200,000 | ||||||
Future obligation, 2018 | 200,000 | ||||||
Future obligation, 2019 | 400,000 | ||||||
Purchases | $ 0 | 20,400,000 | $ 25,400,000 | ||||
Services Commitment | Maximum | |||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||
Future obligation | $ 2,900,000 | ||||||
Predecessor | |||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||
Environmental expenditure amount | $ 300,000 | ||||||
Rent expense under operating leases | 27,700,000 | ||||||
Predecessor | Purchase of Nursery Products and Grass Seeds | |||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||
Purchases | $ 25,500,000 |
Commitments and Contingencies68
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Detail) $ in Millions | Jan. 03, 2016USD ($) |
Leases [Abstract] | |
Gross minimum lease payment, 2016 | $ 32.6 |
Gross minimum lease payment, 2017 | 27.3 |
Gross minimum lease payment, 2018 | 21.8 |
Gross minimum lease payment, 2019 | 16.4 |
Gross minimum lease payment, 2020 | 10.4 |
Gross minimum lease payment, thereafter | 54.4 |
Gross minimum lease payments | 162.9 |
Minimum sublease income, 2016 | (0.3) |
Minimum sublease income, 2017 | (0.1) |
Minimum sublease income | (0.4) |
Net minimum lease payments, 2016 | 32.3 |
Net minimum lease payments, 2017 | 27.2 |
Net minimum lease payments, 2018 | 21.8 |
Net minimum lease payments, 2019 | 16.4 |
Net minimum lease payments, 2020 | 10.4 |
Net minimum lease payments, thereafter | 54.4 |
Net minimum lease payments | $ 162.5 |
Redeemable Convertible Prefer69
Redeemable Convertible Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | May 17, 2016 | May 16, 2016 | May 02, 2016 | Dec. 29, 2013 | Dec. 23, 2013 | Oct. 02, 2016 | Sep. 27, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | Dec. 28, 2014 |
Temporary Equity [Line Items] | |||||||||||
Voting Power of common stock | 100.00% | ||||||||||
Amount of beneficial conversion feature recognized | $ 0 | $ 0 | $ 24.2 | $ 18.6 | |||||||
Special cash dividend | $ 176 | 176 | $ 0 | ||||||||
Beneficial conversion feature amortization | $ 0 | $ 0 | $ 112.4 | 0 | |||||||
Common Stock | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Shares of common stock issued as a result of conversion of stock (shares) | 25,303,164 | ||||||||||
Voting Power of common stock | 40.00% | ||||||||||
IPO | Common Stock | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Shares of common stock issued as a result of conversion of stock (shares) | 25,303,164 | ||||||||||
CD&R | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Voting Power of common stock | 60.00% | ||||||||||
CD&R | Common Stock | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Shares of common stock issued as a result of conversion of stock (shares) | 20,200,000 | ||||||||||
Redeemable Convertible Preferred Stock | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Voting Power of common stock | 60.00% | ||||||||||
Convertible preferred stock, Liquidation value per share | $ 1,000 | ||||||||||
Convertible preferred stock, Liquidation value description | Each share of Redeemable Convertible Preferred Stock has a liquidation preference equal to the greater of (i) $1,000 plus accrued but unpaid dividends and (ii) the as-if converted value. | ||||||||||
Convertible preferred stock, dividend rate | 12.00% | ||||||||||
Convertible preferred stock, dividend payment terms | The Redeemable Convertible Preferred Stock is entitled to (a) a 12% fixed, cumulative dividend payable quarterly if and when declared by the Company’s Board of Directors (the “Cumulative Dividend”), and (b) dividends on an as-converted basis if and when declared on common stock. The first eight quarterly Cumulative Dividend payments are required to be paid in-kind and thereafter, the Company can elect to pay the Cumulative Dividends in cash or shares of Redeemable Convertible Preferred Stock. The Cumulative Dividends are eliminated upon the achievement of certain EBITDA targets. If dividends are not declared and paid quarterly by the Company’s Board of Directors, such dividends compound on the quarterly dividend payment date. | ||||||||||
Convertible preferred stock, beneficial conversion feature | $ 18.6 | $ 3.9 | |||||||||
Dividend rate | 12.00% | 12.00% | |||||||||
Special cash dividend | 112.4 | ||||||||||
Beneficial conversion feature amortization | $ 5 | $ 11.6 | |||||||||
Redeemable Convertible Preferred Stock | CD&R | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Convertible preferred stock, shares issued upon conversion | 116.18 | ||||||||||
Stock issued upon acquisition | $ 174 | ||||||||||
Stock issued upon acquisition, shares | 174,000 | ||||||||||
Special cash dividend | $ 112.4 |
Redeemable Convertible Prefer70
Redeemable Convertible Preferred Stock - Summary of Changes in Carrying Value of Redeemable Convertible Preferred Stock (Detail) - USD ($) $ in Millions | Dec. 29, 2013 | Oct. 02, 2016 | Jan. 03, 2016 | Dec. 28, 2014 |
Temporary Equity Disclosure [Abstract] | ||||
Beginning balance | $ 174 | $ 216.8 | $ 192.6 | $ 174 |
Cumulative dividends paid-in-kind during the period | 0 | 0 | 24.2 | 18.6 |
Ending balance | $ 174 | $ 0 | $ 216.8 | $ 192.6 |
Net Sales from External Custome
Net Sales from External Customers by Product Category (Detail) - USD ($) $ in Millions | Dec. 29, 2013 | Oct. 02, 2016 | Sep. 27, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | Dec. 28, 2014 | Dec. 22, 2013 |
Segment Reporting Information [Line Items] | ||||||||
Net sales | $ 5.3 | $ 444.5 | $ 404.5 | $ 1,286.5 | $ 1,111.8 | $ 1,451.6 | $ 1,176.6 | |
Maintenance | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 2.4 | 525.1 | 473.7 | |||||
Irrigation and Lighting | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 1.7 | 512.4 | 432.5 | |||||
Landscapes and other | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 0.8 | 233.3 | 176.2 | |||||
Nursery | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | $ 0.4 | $ 180.8 | $ 94.2 | |||||
Predecessor | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | $ 1,072.7 | |||||||
Predecessor | Maintenance | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 454.4 | |||||||
Predecessor | Irrigation and Lighting | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 386.4 | |||||||
Predecessor | Landscapes and other | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 154.2 | |||||||
Predecessor | Nursery | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | $ 77.7 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Detail) - USD ($) $ in Millions | May 02, 2016 | Dec. 29, 2013 | Oct. 02, 2016 | Sep. 27, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | Dec. 28, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Special cash dividend | $ 176 | $ 176 | $ 0 | |||||
Special cash dividend paid to preferred stockholders | $ 0 | $ 0 | $ 112.4 | $ 0 | ||||
Potential common shares included in the calculation of diluted earnings per share | 1,445,141 | 329,746 | 0 | 173,695 | ||||
Preferred stock | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Weighted average potential common shares excluded because anti-dilutive | 24,202,751 | 12,270,493 | 23,499,816 | |||||
Employee stock options, RSUs and DSUs | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Weighted average potential common shares excluded because anti-dilutive | 11,988 | 793,345 | 3,137,951 | 632,479 | 2,836,919 | 1,007,591 | ||
Redeemable Convertible Preferred Stock | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Weighted average potential common shares excluded because anti-dilutive | 20,215,494 | 23,876,230 | 21,234,297 | |||||
Special cash dividend | $ 112.4 | |||||||
Special cash dividend paid to preferred stockholders | $ 5 | $ 11.6 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ in Millions | 9 Months Ended | 12 Months Ended | ||||
Oct. 02, 2016USD ($)Store | Sep. 27, 2015USD ($) | Jan. 03, 2016USD ($)Store | Nov. 30, 2016Location | Apr. 30, 2016Location | Jan. 31, 2016Location | |
Subsequent Event [Line Items] | ||||||
Number of locations | Store | 450 | 400 | ||||
Aggregate purchase price | $ | $ 58.5 | $ 104 | ||||
Hydro-Scape | ||||||
Subsequent Event [Line Items] | ||||||
Number of locations | 17 | |||||
Blue Max Materials, Inc. | ||||||
Subsequent Event [Line Items] | ||||||
Number of locations | 5 | |||||
Hydro-Scape and Blue Max | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate purchase price | $ | $ 43.2 | |||||
Subsequent Event | Loma Vista Nursery | ||||||
Subsequent Event [Line Items] | ||||||
Number of locations | 2 |
Subsequent Events - Debt Refina
Subsequent Events - Debt Refinancing and Special Cash Dividend - Additional Information (Detail) - USD ($) $ in Millions | May 02, 2016 | Apr. 29, 2016 | Oct. 02, 2016 | Sep. 27, 2015 | Dec. 23, 2013 |
Subsequent Event [Line Items] | |||||
Special cash dividend | $ 176 | $ 176 | $ 0 | ||
Term loan facility | |||||
Subsequent Event [Line Items] | |||||
Face amount of loan | $ 275 | $ 61.7 | |||
Repayment of borrowings outstanding | 60.3 | ||||
Special cash dividend | 176 | ||||
ABL facility | |||||
Subsequent Event [Line Items] | |||||
Repayment of borrowings outstanding | $ 29.9 |
Common Stock Split - Additional
Common Stock Split - Additional Information (Detail) | Apr. 29, 2016 |
Common Stock | |
Class of Stock [Line Items] | |
Stock split | 11.6181 |
Goodwill and Intangible Asset76
Goodwill and Intangible Assets, Net - Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Oct. 02, 2016 | Jan. 03, 2016 | Dec. 28, 2014 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 48 | $ 11.4 | $ 8.6 |
Acquisitions | 18.1 | 36.6 | 2.8 |
Ending balance | $ 66.1 | $ 48 | $ 11.4 |
Schedule 1 - Registrant's Conde
Schedule 1 - Registrant's Condensed Financial Statements - Condensed Balance Sheets (Detail) - USD ($) $ in Millions | Oct. 02, 2016 | Jan. 03, 2016 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 22, 2013 |
Assets | |||||
Deferred tax asset (Note 4) | $ 19.3 | $ 13.9 | |||
Total assets | $ 840 | 668.7 | 555.7 | ||
Liabilities and Stockholders' Equity | |||||
Total Liabilities | 687.2 | 364.1 | 284.3 | ||
Redeemable Convertible Preferred Stock (Note 3) | 0 | 216.8 | 192.6 | $ 174 | $ 174 |
Stockholders' equity: | |||||
Common stock, value | 0.4 | 0.1 | 0.1 | ||
Additional paid-in capital | 217.6 | 113.1 | 89.4 | ||
Accumulated deficit | (64.2) | (24.2) | (10.3) | ||
Accumulated other comprehensive loss | (1) | (1.2) | (0.4) | ||
Total stockholders' equity | 152.8 | 87.8 | 78.8 | 68.7 | |
Total liabilities and equity | $ 840 | 668.7 | 555.7 | ||
Parent Company | |||||
Assets | |||||
Investment in subsidiary | 300.8 | 271.9 | |||
Deferred tax asset (Note 4) | 2 | 2.1 | |||
Total assets | 302.8 | 274 | |||
Liabilities and Stockholders' Equity | |||||
Total Liabilities | 0 | 0 | |||
Redeemable Convertible Preferred Stock (Note 3) | 216.8 | 192.6 | $ 174 | ||
Stockholders' equity: | |||||
Common stock, value | 0.1 | 0.1 | |||
Additional paid-in capital | 100.5 | 81.9 | |||
Accumulated deficit | (13.4) | (0.2) | |||
Accumulated other comprehensive loss | (1.2) | (0.4) | |||
Total stockholders' equity | 86 | 81.4 | |||
Total liabilities and equity | $ 302.8 | $ 274 |
Schedule 1 - Registrant's Con78
Schedule 1 - Registrant's Condensed Financial Statements - Condensed Balance Sheets (Parenthetical) (Detail) - $ / shares | Oct. 02, 2016 | Jan. 03, 2016 | Dec. 28, 2014 |
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 39,563,150 | 14,259,998 | 14,088,689 |
Common stock, shares outstanding | 39,542,239 | 14,250,111 | 14,088,689 |
Parent Company | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Common stock, shares issued | 14,259,998 | 14,088,689 | |
Common stock, shares outstanding | 14,250,111 | 14,088,689 |
Schedule 1 - Registrant's Con79
Schedule 1 - Registrant's Condensed Financial Statements - Condensed Statements of Operations and Comprehensive Income (Detail) - USD ($) $ in Millions | Dec. 29, 2013 | Oct. 02, 2016 | Sep. 27, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | Dec. 28, 2014 |
Condensed Statement of Income Captions [Line Items] | |||||||
Net income before taxes | $ (13) | $ 25.6 | $ 18.8 | $ 61.6 | $ 57 | $ 48.4 | $ 36.1 |
Income tax expense (Note 4) | 3.5 | (10.7) | (7.4) | (25.4) | (22.2) | (19.5) | (14.4) |
Net income | (9.5) | 14.9 | 11.4 | 36.2 | 34.8 | 28.9 | 21.7 |
Comprehensive income (loss) | (9.5) | $ 14.8 | $ 11 | $ 36.4 | $ 34.1 | 28.1 | 21.3 |
Parent Company | |||||||
Condensed Statement of Income Captions [Line Items] | |||||||
Equity in net income of subsidiary | 28.9 | 21.7 | |||||
Net income before taxes | 28.9 | 21.7 | |||||
Income tax expense (Note 4) | $ (9.8) | 0 | 0 | ||||
Net income | 28.9 | 21.7 | |||||
Other comprehensive loss, net of tax | (0.8) | (0.4) | |||||
Comprehensive income (loss) | $ 28.1 | $ 21.3 |
Schedule 1 - Registrant's Con80
Schedule 1 - Registrant's Condensed Financial Statements - Condensed Statements of Cash Flows (Detail) - USD ($) $ in Millions | Dec. 29, 2013 | Oct. 02, 2016 | Sep. 27, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | Dec. 28, 2014 |
Cash Flows from Operating Activities: | |||||||
Net income (loss) | $ (9.5) | $ 14.9 | $ 11.4 | $ 36.2 | $ 34.8 | $ 28.9 | $ 21.7 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||
Net Cash Provided By (Used In) Operating Activities | (6) | 9.2 | 44.6 | 71 | 52.7 | ||
Cash Flows from Investing Activities: | |||||||
Purchase of subsidiary | (313.9) | (56.6) | (99.8) | (100.7) | (22.7) | ||
Net Cash Used In Investing Activities | (313.9) | (62.5) | (106.1) | (111) | (26.9) | ||
Cash Flows from Financing Activities: | |||||||
Net cash provided by financing activities | 328.8 | 59 | 77.4 | 49.7 | (34.2) | ||
Net Change In Cash | 8.9 | 5.8 | 15.7 | 9.5 | (8.7) | ||
Cash and cash equivalents: | |||||||
Beginning | 10.4 | 20.1 | 10.6 | 10.6 | 19.3 | ||
Ending | 19.3 | $ 25.9 | $ 26.3 | 25.9 | 26.3 | 20.1 | 10.6 |
Parent Company | |||||||
Cash Flows from Operating Activities: | |||||||
Net income (loss) | 28.9 | 21.7 | |||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||
Equity in net (income) loss of subsidiary | (28.9) | (21.7) | |||||
Net Cash Provided By (Used In) Operating Activities | 0 | 0 | |||||
Cash Flows from Investing Activities: | |||||||
Purchase of subsidiary | 0 | 0 | |||||
Distribution received from subsidiary | 0 | 0 | |||||
Net Cash Used In Investing Activities | 0 | 0 | |||||
Cash Flows from Financing Activities: | |||||||
Proceeds from issuance of Redeemable Convertible Preferred Stock | 0 | 0 | |||||
Net cash provided by financing activities | 0 | 0 | |||||
Net Change In Cash | 0 | 0 | |||||
Cash and cash equivalents: | |||||||
Beginning | $ 0 | $ 0 | 0 | 0 | |||
Ending | $ 0 | $ 0 | $ 0 |
Schedule 1 - Registrant's Con81
Schedule 1 - Registrant's Condensed Financial Statements - Description of SiteOne Landscape Supply, Inc. - Additional Information (Detail) | Oct. 02, 2016 | Jan. 03, 2016 | Dec. 23, 2013 |
Condensed Financial Statements, Captions [Line Items] | |||
Percentage of ownership of subsidiaries | 100.00% | 100.00% | |
Acquired ownership interest | 100.00% | ||
CD&R | |||
Condensed Financial Statements, Captions [Line Items] | |||
Acquired ownership interest | 60.00% | ||
Parent Company | |||
Condensed Financial Statements, Captions [Line Items] | |||
Percentage of ownership of subsidiaries | 100.00% | ||
Parent Company | Deere | |||
Condensed Financial Statements, Captions [Line Items] | |||
Acquired ownership interest | 40.00% | ||
Parent Company | CD&R | |||
Condensed Financial Statements, Captions [Line Items] | |||
Acquired ownership interest | 60.00% |
Schedule 1 - Registrant's Con82
Schedule 1 - Registrant's Condensed Financial Statements - Redeemable Convertible Preferred Stock - Additional Information (Detail) - USD ($) $ in Millions | May 16, 2016 | Nov. 02, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Feb. 02, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Dec. 23, 2013 | Jan. 03, 2016 | Jan. 03, 2016 | Dec. 28, 2014 |
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Voting Power of common stock | 100.00% | ||||||||||||
Common Stock | |||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Stock issued upon conversion, shares | 25,303,164 | ||||||||||||
Voting Power of common stock | 40.00% | ||||||||||||
CD&R | |||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Voting Power of common stock | 60.00% | ||||||||||||
CD&R | Common Stock | |||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Stock issued upon conversion, shares | 20,200,000 | ||||||||||||
Redeemable Convertible Preferred Stock | |||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Voting Power of common stock | 60.00% | ||||||||||||
Cumulative dividends in-kind, pro rata rate | 12.00% | ||||||||||||
Convertible preferred stock, beneficial conversion feature | $ 18.6 | $ 3.9 | |||||||||||
Redeemable Convertible Preferred Stock | CD&R | |||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Convertible preferred stock, shares issued upon conversion | 116.18 | 116.18 | |||||||||||
Stock issued upon acquisition | $ 174 | ||||||||||||
Stock issued upon acquisition, shares | 174,000 | ||||||||||||
Parent Company | |||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Cumulative dividends in-kind, pro rata rate | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | |||||
Parent Company | CD&R | |||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Voting Power of common stock | 60.00% | ||||||||||||
Parent Company | CD&R | Common Stock | |||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Stock issued upon conversion, shares | 20,200,000 | ||||||||||||
Parent Company | Redeemable Convertible Preferred Stock | |||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Convertible preferred stock, beneficial conversion feature | $ 18.6 | $ 3.9 | |||||||||||
Parent Company | Redeemable Convertible Preferred Stock | CD&R | |||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Convertible preferred stock, shares issued upon conversion | 116.18 | 116.18 | |||||||||||
Stock issued upon acquisition | $ 174 | ||||||||||||
Stock issued upon acquisition, shares | 174,000 |
Schedule 1 - Registrant's Con83
Schedule 1 - Registrant's Condensed Financial Statements - Summary of Changes in Carrying Value of Redeemable Convertible Preferred Stock (Detail) - USD ($) $ in Millions | Dec. 29, 2013 | Oct. 02, 2016 | Jan. 03, 2016 | Dec. 28, 2014 |
Temporary Equity [Line Items] | ||||
Beginning balance | $ 174 | $ 216.8 | $ 192.6 | $ 174 |
Cumulative dividends paid-in-kind during the period | 0 | 0 | 24.2 | 18.6 |
Ending balance | 174 | 0 | 216.8 | 192.6 |
Parent Company | ||||
Temporary Equity [Line Items] | ||||
Beginning balance | $ 216.8 | 192.6 | 174 | |
Cumulative dividends paid-in-kind during the period | 24.2 | 18.6 | ||
Ending balance | $ 174 | $ 216.8 | $ 192.6 |
Schedule 1 - Registrant's Con84
Schedule 1 - Registrant's Condensed Financial Statements - Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | Dec. 29, 2013 | Oct. 02, 2016 | Sep. 27, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | Dec. 28, 2014 |
Condensed Financial Statements, Captions [Line Items] | |||||||
Transaction expense, non deductible for tax purposes | $ 1.3 | $ 0.2 | $ 0.5 | ||||
Transaction expense | (3.5) | $ 10.7 | $ 7.4 | $ 25.4 | $ 22.2 | 19.5 | 14.4 |
Deferred tax asset | (3.5) | $ 0 | $ (5.8) | (7.5) | 0.6 | ||
Parent Company | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Transaction expense, non deductible for tax purposes | 3.7 | ||||||
Transaction expense | 9.8 | $ 0 | 0 | ||||
Deferred tax asset, non deductible for tax purposes | 6.1 | ||||||
Deferred tax asset | 2.2 | ||||||
Income tax amortization, non deductible for tax purposes | 0.4 | 0.4 | |||||
Amortization | $ 0.1 | $ 0.1 |