Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 03, 2016 | Aug. 15, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | SiteOne Landscape Supply, Inc. | |
Entity Central Index Key | 1,650,729 | |
Current Fiscal Year End Date | --01-01 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jul. 3, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 39,542,239 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Jul. 03, 2016 | Jan. 03, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 19 | $ 20.1 |
Accounts receivable, net of allowance for doubtful accounts of $3.8 and $3.6, respectively | 228 | 136.8 |
Inventory, net | 323.3 | 265.9 |
Income tax receivable | 0 | 7.3 |
Prepaid expenses and other current assets | 21.5 | 12.1 |
Total current assets | 591.8 | 442.2 |
Property and equipment, net | 66.5 | 66.2 |
Goodwill | 63.4 | 48 |
Intangible assets, net | 102.1 | 104.3 |
Other assets | 9.5 | 8 |
Total assets | 833.3 | 668.7 |
Current liabilities: | ||
Accounts payable | 174.2 | 86.4 |
Current portion of capital leases | 3.9 | 4 |
Accrued compensation | 25.9 | 30 |
Long term debt, current portion | 2.8 | 0.6 |
Income tax payable | 10 | 0 |
Accrued liabilities | 33.1 | 23.8 |
Total current liabilities | 249.9 | 144.8 |
Other long-term liabilities | 9 | 8.9 |
Capital leases, less current portion | 6.1 | 7.1 |
Deferred tax liabilities | 27.7 | 26.2 |
Long-term debt, less current portion | 403.5 | 177.1 |
Total liabilities | 696.2 | 364.1 |
Commitments and contingencies | ||
Redeemable convertible preferred stock | 0 | 216.8 |
Stockholders' equity: | ||
Common stock, par value $0.01; 1,000,000,000 shares authorized; 39,563,150 and 14,259,998 shares issued, and 39,542,239 and 14,250,111 shares outstanding at July 3, 2016 and January 3, 2016 , respectively | 0.4 | 0.1 |
Additional paid-in capital | 216.7 | 113.1 |
Accumulated deficit | (79.1) | (24.2) |
Accumulated other comprehensive loss | (0.9) | (1.2) |
Total equity | 137.1 | 87.8 |
Total liabilities and equity | $ 833.3 | $ 668.7 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Jul. 03, 2016 | Jan. 03, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 3.8 | $ 3.6 |
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 | 39,563,150 | 14,259,998 |
Common stock, shares outstanding | 39,542,239 | 14,250,111 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2016 | Jun. 28, 2015 | Jul. 03, 2016 | Jun. 28, 2015 | |
Income Statement [Abstract] | ||||
Net sales | $ 513.4 | $ 481.5 | $ 841.9 | $ 707.3 |
Cost of goods sold (exclusive of depreciation) | 344.9 | 334 | 576.4 | 501.2 |
Gross profit | 168.5 | 147.5 | 265.5 | 206.1 |
Selling, general and administrative expenses | 118 | 91.3 | 222.6 | 164.4 |
Other income | 1 | 0.7 | 2.2 | 1.5 |
Operating income | 51.5 | 56.9 | 45.1 | 43.2 |
Interest and other non-operating expenses, net | 6.5 | 2.6 | 9.1 | 5 |
Net income before taxes | 45 | 54.3 | 36 | 38.2 |
Income tax expense | 18.1 | 21.1 | 14.7 | 14.8 |
Net income | 26.9 | 33.2 | 21.3 | 23.4 |
Less: | ||||
Redeemable convertible preferred stock dividends | 3.1 | 6.1 | 9.6 | 11.9 |
Redeemable convertible preferred stock beneficial conversion feature | 0 | 4.8 | 0 | 6.6 |
Special cash dividend paid to preferred stockholders | 112.4 | 0 | 112.4 | 0 |
Undistributed earnings allocated to redeemable convertible preferred stock | 0 | 13.9 | 0 | 3 |
Net income (loss) attributable to common shares | $ (88.6) | $ 8.4 | $ (100.7) | $ 1.9 |
Net income (loss) per common share: | ||||
Basic (in dollars per share) | $ (3.18) | $ 0.59 | $ (4.78) | $ 0.13 |
Diluted (in dollars per share) | $ (3.18) | $ 0.59 | $ (4.78) | $ 0.13 |
Weighted average number of common shares outstanding: | ||||
Basic (shares) | 27,874,619 | 14,195,380 | 21,062,057 | 14,184,513 |
Diluted (shares) | 27,874,619 | 14,386,718 | 21,062,057 | 14,280,182 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2016 | Jun. 28, 2015 | Jul. 03, 2016 | Jun. 28, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 26.9 | $ 33.2 | $ 21.3 | $ 23.4 |
Foreign currency translation adjustments | 0 | (0.2) | 0.3 | (0.3) |
Comprehensive income | $ 26.9 | $ 33 | $ 21.6 | $ 23.1 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 03, 2016 | Jun. 28, 2015 | |
Cash Flows from Operating Activities: | ||
Net income | $ 21.3 | $ 23.4 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 6.8 | 5.8 |
Stock-based compensation | 2.3 | 1.5 |
Amortization of software and intangible assets | 10.9 | 8.4 |
Amortization of debt related costs | 1.2 | 1.6 |
Loss on extinguishment of debt | 1.2 | 0 |
(Gain) loss on sale of equipment | (0.1) | 0.2 |
Deferred income taxes | 0 | (3.9) |
Other | (0.2) | 0.1 |
Changes in operating assets and liabilities, net of the effects of acquisitions: | ||
Receivables | (82.8) | (79) |
Inventory | (41) | (45.6) |
Income tax receivable | 7.3 | 12 |
Prepaid expenses and other assets | (8) | (6.4) |
Accounts payable | 80.1 | 80.4 |
Income tax payable | 9.9 | 6.3 |
Accrued expenses and other liabilities | 3.3 | 7.8 |
Net Cash Provided By Operating Activities | 12.2 | 12.6 |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (4.4) | (3.2) |
Acquisitions, net of cash acquired | (41.7) | (64.2) |
Proceeds from the sale of property and equipment | 0.2 | 0.1 |
Net Cash Used In Investing Activities | (45.9) | (67.3) |
Cash Flows from Financing Activities: | ||
Equity proceeds from common stock | 0 | 1.5 |
Purchase of treasury stock | (0.2) | (0.1) |
Special cash dividend | (176) | 0 |
Other dividends paid | (13) | 0 |
Borrowings under term loan | 272.3 | 0 |
Repayments under term loan | (61.4) | (0.3) |
Borrowings on asset-based credit facility | 200.2 | 195.9 |
Repayments on asset-based credit facility | (181.7) | (128.7) |
Debt issuance costs paid | (3.5) | 0 |
Payments on capital lease obligations | (2.1) | (2) |
Other financing activities | (2.2) | 0 |
Net Cash Provided By Financing Activities | 32.4 | 66.3 |
Effect of exchange rate on cash | 0.2 | (0.1) |
Net Change In Cash | (1.1) | 11.5 |
Cash and cash equivalents: | ||
Beginning | 20.1 | 10.6 |
Ending | 19 | 22.1 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the year for interest | 3.9 | 3.4 |
Cash paid (received) during the year for income taxes | (2.6) | 0.7 |
Supplemental Disclosures of Noncash Investing and Financing Information: | ||
Acquisition of property and equipment through capital leases | $ 1 | $ 3 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 6 Months Ended |
Jul. 03, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Significant Accounting Policies | 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 three and six months ended July 3, 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 six 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 July 3, 2016 and June 28, 2015 both include 13 weeks, and the six months ended July 3, 2016 and June 28, 2015 both include 26 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 significant changes to the Company’s significant accounting policies for the six months ended July 3, 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 . This ASU requires that acquiring entities recognize measurement period adjustments in the reporting period the amounts are determined, including earnings adjustments that would have been recorded in previous periods if the adjustments were known at the acquisition date. Acquiring entities are no longer required to retrospectively adjust amounts in comparative periods. The adjustment amounts and reasons are still disclosed. The Company adopted ASU 2015-16 when it became effective in the first quarter of fiscal 2016. The adoption did not have a material effect on the Company’s financial position or results of operations. Accounting Pronouncements Issued But Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which amends existing revenue recognition standards and establishes a new ASC Topic 606. The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for these goods or services. This standard is effective for public entities’ annual reporting periods ended beginning after December 15, 2017, including interim reporting periods ended within that reporting period. Earlier application is permitted only as of annual reporting periods ended beginning after December 15, 2016, including interim reporting periods ended within that reporting period. 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 (“ASU 2015-11”) to simplify the guidance on the subsequent measurement of inventory, excluding inventory measured using last-in, first out, or the retail inventory method. Under the new standard, inventory should be at the lower of cost and net realizable value. The new accounting guidance is effective for interim and annual periods ended beginning after December 15, 2016 with early adoption permitted. The Company is currently evaluating the impact of the pending adoption of ASU 2015-11. In February 2016, the FASB issued ASU 2016-02, Leases , which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The standard is effective for fiscal years beginning after December 15, 2018 including interim periods within those fiscal years. Early application of the amendment is permitted. The Company is currently evaluating the standard and the impact on its condensed consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the standard and the impact on its condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the way companies evaluate credit losses for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model to evaluate impairment, potentially resulting in earlier recognition of allowances for losses. The new standard also requires enhanced disclosures, including the requirement to disclose the information used to track credit quality by year of origination for most financing receivables. ASU 2016-13 will be effective for annual periods beginning after December 15, 2019. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018. The guidance must be applied using a cumulative-effect transition method. The Company is currently evaluating the standard and the impact on its condensed consolidated financial statements. |
Acquisitions
Acquisitions | 6 Months Ended |
Jul. 03, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 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 $43.4 million and $67.1 million for the periods ended July 3, 2016 and June 28, 2015 , respectively. 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”). Blue Max was 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”). Based in San Diego, California, Hydro-Scape was a leading provider of landscape products (irrigation, lighting, maintenance, outdoor living and hardscapes) with 17 locations serving customers throughout Southern California. In May 2015, the Company acquired all of the outstanding stock of AMC Industries, Inc. (“AMC”). AMC was a full line distributor of irrigation products and domestic water systems. Headquartered in San Antonio, Texas, AMC had 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): Six Months Ended June 28, 2015 (In millions, except per share data) Net sales $ 714.8 Net income available to SiteOne common shareholders $ 0.8 Net income per share of common stock attributable to SiteOne - diluted $ 0.06 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jul. 03, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consisted of the following (in millions): Useful Life Range in Years July 3, 2016 January 3, 2016 Land $ 14.5 $ 14.6 Buildings and leasehold improvements: Buildings 1 - 20 8.3 9.8 Leasehold improvements 1 - 20 12.3 9.8 Store equipment 1 - 12 16.8 14.3 Office furniture and fixtures and vehicles: Office furniture and fixtures 1 - 12 8.9 7.9 Vehicles 2 - 6 31.3 29.2 Tooling 7 0.1 0.1 Construction in process 3.6 3.1 Total property and equipment, gross 95.8 88.8 Accumulated depreciation 29.3 22.6 Total property and equipment, net $ 66.5 $ 66.2 Depreciation expense was approximately $3.4 million and $6.8 million for the three and six months ended July 3, 2016 , respectively, and $3.2 million and $5.8 million for the three and six months ended June 28, 2015 , respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 6 Months Ended |
Jul. 03, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net Goodwill Changes in the carrying amount of goodwill are as follows (in millions): January 4, 2016 December 29, 2014 to July 3, 2016 to January 3, 2016 Beginning balance $ 48.0 $ 11.4 Acquisitions 15.4 36.6 Ending balance $ 63.4 $ 48.0 Additions to goodwill during the interim period 2016 relate to the acquisition of Hydro-Scape and Blue Max (as described in Note 2). Intangible Assets During the period ended July 3, 2016 , the Company recorded $8.2 million of intangible assets all of which related to customer relationships as a result of the Hydro-Scape and Blue Max 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 10 years. The following table summarizes the components of intangible assets (in millions except amortization period): July 3, 2016 January 3, 2016 Years Amount Accumulated Amortization Net Amount Accumulated Amortization Net Customer relationships 10 -21 $ 135.9 $ 36.6 $ 99.3 $ 127.7 $ 26.5 $ 101.2 Trademarks and other 5 -10 4.4 1.6 2.8 4.4 1.3 3.1 Total intangibles $ 140.3 $ 38.2 $ 102.1 $ 132.1 $ 27.8 $ 104.3 Amortization expense for intangible assets was approximately $5.5 million and $10.4 million for the three and six months ended July 3, 2016 , respectively, and $4.7 million and $8.4 million for the three and six months ended June 28, 2015 , respectively. |
Capital Leases
Capital Leases | 6 Months Ended |
Jul. 03, 2016 | |
Leases [Abstract] | |
Capital Leases | Capital Leases Capital leases, consisting of vehicle leases, included the following (in millions): July 3, 2016 January 3, 2016 Capital lease obligations with rates ranging from 1.4% to 4.3% with monthly payments of approximately $0.4 million maturing through June 2021 $ 10.0 $ 11.1 Less current maturities 3.9 4.0 Total capital leases, less current portion $ 6.1 $ 7.1 |
Employee Benefit and Stock Ince
Employee Benefit and Stock Incentive Plan | 6 Months Ended |
Jul. 03, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit and Stock Incentive Plan | 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 $3.0 million for the three and six months ended July 3, 2016 , respectively, and $1.0 million and $1.9 million for the three and six months ended June 28, 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 $2.2 million and $2.9 million for the three and six months ended July 3, 2016 , and $0.8 million and $1.5 million for the three and six months ended June 28, 2015 , respectively. During the six months ended July 3, 2016 , 69,708 options were forfeited. The Company adopted a new Omnibus Equity Plan (the “Plan”) on April 28, 2016. Pursuant to this Plan, the Company granted 203,951 options, 21,610 deferred stock units (“DSUs”) and 17,762 restricted stock units (“RSUs”) during the three and six months ended July 3, 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 six months ended July 3, 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 July 3, 2016 was approximate ly $10.5 million . Share-based compensation expense is expected to be recognized over a weighted–average period of approximately 3.16 years . |
Debt
Debt | 6 Months Ended |
Jul. 03, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt was as follows (in millions): July 3, 2016 January 3, 2016 ABL facility $ 146.5 $ 128.0 Term loan facility 274.4 60.5 Less: unamortized debt issuance costs and discounts on debt (14.6 ) (10.8 ) Total debt $ 406.3 $ 177.7 Less current portion (2.8 ) (0.6 ) Total long-term debt $ 403.5 $ 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 $175.6 million and $112.5 million as of July 3, 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 2.45% to 4.50% and 2.04% to 4.25% at July 3, 2016 and January 3, 2016 , respectively. Additionally, the Borrowers pay a 0.25% commitment fee on the unfunded amount. 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 July 3, 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 six months ended July 3, 2016 , the Company incurred total interest expense of $6.5 million and $9.1 million , respectively. Of this total, $4.7 million and $6.6 million related to interest on the ABL Facility and the Prior Term Loan Facility and Amended Term Loan Facility for the three and six months ended July 3, 2016 , respectively. Amortization expense related to debt issuance costs was $1.8 million and $2.4 million for the three and six months ended July 3, 2016 , respectively. The remaining $0.0 million and $0.1 million interest incurred for the three and six months ended July 3, 2016 , respectively, related to interest attributable to capital leases. During the three and six months ended June 28, 2015 the Company incurred total interest expense of $2.6 million and $5.0 million , respectively. Of this total, $1.7 million and $3.2 million related to interest on the ABL Facility and Term Loan Facility for the three and six months ended June 28, 2015 , respectively. Amortization expense related to debt issuance costs was $0.8 million and $1.6 million for the three and six months ended June 28, 2015 , respectively. The remaining $0.1 million and $0.2 million interest incurred for the three and six months ended June 28, 2015 , respectively, related to interest attributable to capital leases. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 03, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate was approximately 40.8% for the six months ended July 3, 2016 and 38.7% for the six months ended June 28, 2015 . The increase in the effective tax rate was due primarily to nondeductible IPO related costs incurred during the six months ended July 3, 2016 as compared to the six months ended June 28, 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 six months ended July 3, 2016 and June 28, 2015 , respectively, the Company recorded no material increases or decreases to the valuation allowance against deferred tax assets. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jul. 03, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company offers a financing plan to its customers through 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 $0.3 million and $0.1 million for the six months ended July 3, 2016 and June 28, 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 $1.3 million and $2.1 million for the three and six months ended July 3, 2016 , and $1.6 million and $2.8 million for the three and six months ended June 28, 2015 , respectively. Accounts receivable included in the Company’s consolidated balance sheets were $0.7 million and $0.1 million at July 3, 2016 and January 3, 2016 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 03, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Environmental liability : As part of the sale by LESCO, Inc. of its manufacturing assets in 2005, the Company retained the environmental liability associated with those assets. Remediation activities can vary substantially in duration and cost and it is difficult to develop precise estimates of future site remediation costs. The Company estimated in accrued liabilities the undiscounted cost of future remediation efforts to be approximately $4.6 million and $4.6 million as of July 3, 2016 and January 3, 2016 , respectively. As part of the CD&R Acquisition, Deere agreed to pay the first $2.5 million of the liability and cap the Company’s exposure to $2.4 million . The Company has recorded an indemnification asset in Other Assets against the liability as a result of these actions of approximately $2.2 million and $2.2 million as of July 3, 2016 and January 3, 2016 , respectively. Letters of credit : As of July 3, 2016 and January 3, 2016 , outstanding letters of credit were $2.9 million and $1.8 million respectively. There were no amounts drawn on the letters of credit for either period presented. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 6 Months Ended |
Jul. 03, 2016 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | 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, the Company classified the Redeemable Convertible Preferred Stock as mezzanine equity because the Redeemable Convertible Preferred Stock contains a redemption feature which was contingent upon certain change of control events, the occurrence of which was not solely within the control of the Company. These contingent events were not considered probable of occurring and as such the Company did not accrete the mezzanine equity to its redemption value each period. The Company determined that none of the features included in the Redeemable Convertible Preferred Stock are required to be accounted for separately as a derivative under ASC Topic 815, 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 three and six months ended July 3, 2016 , the Company paid the cumulative dividends in cash; and accordingly, no BCF was recognized. For the three and six months ended June 28, 2015 , BCF amortization was $4.8 million and $6.6 million , respectively. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jul. 03, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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 holder 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 three and six months ended July 3, 2016. The Company’s computation of diluted earnings per common share includes the effect of potential common stock, if dilutive. For the three and six months ended July 3, 2016 and June 28, 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 six months ended July 3, 2016 June 28, 2015 July 3, 2016 June 28, 2015 Weighted average potential common shares excluded because anti-dilutive Preferred stock 11,624,678 23,505,415 18,405,739 23,148,348 Employee stock options, RSUs and DSUs 3,145,455 2,765,945 3,076,688 5,349,410 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 03, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events 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. The acquisition is not material and is not expected to have a significant impact on the Company’s condensed consolidated financial statements. |
Nature of Business and Signif20
Nature of Business and Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 03, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [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 six 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 | 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 | 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 July 3, 2016 and June 28, 2015 both include 13 weeks, and the six months ended July 3, 2016 and June 28, 2015 both include 26 weeks. |
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. |
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 . This ASU requires that acquiring entities recognize measurement period adjustments in the reporting period the amounts are determined, including earnings adjustments that would have been recorded in previous periods if the adjustments were known at the acquisition date. Acquiring entities are no longer required to retrospectively adjust amounts in comparative periods. The adjustment amounts and reasons are still disclosed. The Company adopted ASU 2015-16 when it became effective in the first quarter of fiscal 2016. The adoption did not have a material effect on the Company’s financial position or results of operations. Accounting Pronouncements Issued But Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which amends existing revenue recognition standards and establishes a new ASC Topic 606. The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for these goods or services. This standard is effective for public entities’ annual reporting periods ended beginning after December 15, 2017, including interim reporting periods ended within that reporting period. Earlier application is permitted only as of annual reporting periods ended beginning after December 15, 2016, including interim reporting periods ended within that reporting period. 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 (“ASU 2015-11”) to simplify the guidance on the subsequent measurement of inventory, excluding inventory measured using last-in, first out, or the retail inventory method. Under the new standard, inventory should be at the lower of cost and net realizable value. The new accounting guidance is effective for interim and annual periods ended beginning after December 15, 2016 with early adoption permitted. The Company is currently evaluating the impact of the pending adoption of ASU 2015-11. In February 2016, the FASB issued ASU 2016-02, Leases , which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The standard is effective for fiscal years beginning after December 15, 2018 including interim periods within those fiscal years. Early application of the amendment is permitted. The Company is currently evaluating the standard and the impact on its condensed consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the standard and the impact on its condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the way companies evaluate credit losses for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model to evaluate impairment, potentially resulting in earlier recognition of allowances for losses. The new standard also requires enhanced disclosures, including the requirement to disclose the information used to track credit quality by year of origination for most financing receivables. ASU 2016-13 will be effective for annual periods beginning after December 15, 2019. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018. The guidance must be applied using a cumulative-effect transition method. The Company is currently evaluating the standard and the impact on its condensed consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jul. 03, 2016 | |
Business Combinations [Abstract] | |
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 |
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): Six Months Ended June 28, 2015 (In millions, except per share data) Net sales $ 714.8 Net income available to SiteOne common shareholders $ 0.8 Net income per share of common stock attributable to SiteOne - diluted $ 0.06 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jul. 03, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following (in millions): Useful Life Range in Years July 3, 2016 January 3, 2016 Land $ 14.5 $ 14.6 Buildings and leasehold improvements: Buildings 1 - 20 8.3 9.8 Leasehold improvements 1 - 20 12.3 9.8 Store equipment 1 - 12 16.8 14.3 Office furniture and fixtures and vehicles: Office furniture and fixtures 1 - 12 8.9 7.9 Vehicles 2 - 6 31.3 29.2 Tooling 7 0.1 0.1 Construction in process 3.6 3.1 Total property and equipment, gross 95.8 88.8 Accumulated depreciation 29.3 22.6 Total property and equipment, net $ 66.5 $ 66.2 |
Goodwill and Intangible Asset23
Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Jul. 03, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill are as follows (in millions): January 4, 2016 December 29, 2014 to July 3, 2016 to January 3, 2016 Beginning balance $ 48.0 $ 11.4 Acquisitions 15.4 36.6 Ending balance $ 63.4 $ 48.0 |
Summary of Components of Intangible Assets | The following table summarizes the components of intangible assets (in millions except amortization period): July 3, 2016 January 3, 2016 Years Amount Accumulated Amortization Net Amount Accumulated Amortization Net Customer relationships 10 -21 $ 135.9 $ 36.6 $ 99.3 $ 127.7 $ 26.5 $ 101.2 Trademarks and other 5 -10 4.4 1.6 2.8 4.4 1.3 3.1 Total intangibles $ 140.3 $ 38.2 $ 102.1 $ 132.1 $ 27.8 $ 104.3 |
Capital Leases (Tables)
Capital Leases (Tables) | 6 Months Ended |
Jul. 03, 2016 | |
Leases [Abstract] | |
Schedule of Capital Leases Consisting of Vehicle Leases | Capital leases, consisting of vehicle leases, included the following (in millions): July 3, 2016 January 3, 2016 Capital lease obligations with rates ranging from 1.4% to 4.3% with monthly payments of approximately $0.4 million maturing through June 2021 $ 10.0 $ 11.1 Less current maturities 3.9 4.0 Total capital leases, less current portion $ 6.1 $ 7.1 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jul. 03, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt was as follows (in millions): July 3, 2016 January 3, 2016 ABL facility $ 146.5 $ 128.0 Term loan facility 274.4 60.5 Less: unamortized debt issuance costs and discounts on debt (14.6 ) (10.8 ) Total debt $ 406.3 $ 177.7 Less current portion (2.8 ) (0.6 ) Total long-term debt $ 403.5 $ 177.1 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jul. 03, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the three and six months ended July 3, 2016 and June 28, 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 six months ended July 3, 2016 June 28, 2015 July 3, 2016 June 28, 2015 Weighted average potential common shares excluded because anti-dilutive Preferred stock 11,624,678 23,505,415 18,405,739 23,148,348 Employee stock options, RSUs and DSUs 3,145,455 2,765,945 3,076,688 5,349,410 |
Nature of Business and Signif27
Nature of Business and Significant Accounting Policies (Details) | May 17, 2016$ / sharesshares | May 16, 2016shares | May 02, 2016USD ($) | Apr. 29, 2016USD ($) | Jul. 03, 2016USD ($)store | Jun. 28, 2015USD ($) | Jul. 03, 2016USD ($)store | Jun. 28, 2015USD ($) | Dec. 23, 2013USD ($) |
Concentration Risk [Line Items] | |||||||||
Number of stores | store | 450 | 450 | |||||||
Special cash dividend | $ 176,000,000 | $ 176,000,000 | $ 176,000,000 | $ 0 | |||||
Special cash dividend paid to preferred stockholders | $ 112,400,000 | $ 0 | $ 112,400,000 | 0 | |||||
Payments to offset dilutive impact of special cash dividend | 2,800,000 | ||||||||
Percentage of ownership of subsidiaries | 100.00% | 100.00% | |||||||
Geographic Concentration Risk | Sales | Canada and Other Countries | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration risk, percentage (less than) | 2.00% | ||||||||
Geographic Concentration Risk | Total Assets | Canada and Other Countries | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration risk, percentage (less than) | 2.00% | ||||||||
Common stock | |||||||||
Concentration Risk [Line Items] | |||||||||
Stock split | 11.6181 | ||||||||
Shares of common stock issued as a result of conversion of stock (shares) | shares | 25,303,164 | ||||||||
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 | $ 275,000,000 | $ 61,700,000 | |||||||
Repayment of borrowings outstanding | 60,300,000 | ||||||||
Special cash dividend | 176,000,000 | ||||||||
ABL facility | |||||||||
Concentration Risk [Line Items] | |||||||||
Repayment of borrowings outstanding | 29,900,000 | ||||||||
Redeemable Convertible Preferred Stock | |||||||||
Concentration Risk [Line Items] | |||||||||
Special cash dividend | $ 112,400,000 | $ 112,400,000 | |||||||
Special cash dividend paid to preferred stockholders | $ 4,800,000 | $ 6,600,000 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | 1 Months Ended | 6 Months Ended | ||||
Feb. 28, 2015USD ($)StatelocationMarket | Jul. 03, 2016USD ($)store | Jun. 28, 2015USD ($) | Apr. 30, 2016location | Jan. 31, 2016location | May 31, 2015location | |
Business Acquisition [Line Items] | ||||||
Cash consideration | $ | $ 43,400,000 | $ 67,100,000 | ||||
Number of locations | store | 450 | |||||
Blue Max Materials, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Number of locations | location | 5 | |||||
AMC Industries, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Number of locations | location | 9 | |||||
Shemin | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ | $ 57,800,000 | |||||
Number of locations | location | 30 | |||||
Number of major metropolitan markets | Market | 18 | |||||
Number of states | State | 14 | |||||
Transaction related costs | $ | $ 2,700,000 | |||||
Amount of goodwill expected to be tax deductible | $ | $ 0 | |||||
Shemin | Finite-Lived Intangible Assets | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Discount rate (percent) | 16.00% | |||||
Attrition rate (percent) | 10.00% | |||||
Hydro-Scape | ||||||
Business Acquisition [Line Items] | ||||||
Number of locations | location | 17 |
Acquisitions - Preliminary Esti
Acquisitions - Preliminary Estimate of the Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |||
Feb. 28, 2015 | Jul. 03, 2016 | Jun. 28, 2015 | Jan. 03, 2016 | Dec. 28, 2014 | |
Fair value of consideration transferred: | |||||
Cash consideration | $ 43.4 | $ 67.1 | |||
Liabilities assumed, at fair market value: | |||||
Goodwill | $ 63.4 | $ 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 (Details) - Shemin $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 28, 2015USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Net sales | $ 714.8 |
Net income available to SiteOne common shareholders | $ 0.8 |
Net income per share of common stock attributable to SiteOne - diluted (in dollars per share) | $ / shares | $ 0.06 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 03, 2016 | Jun. 28, 2015 | Jul. 03, 2016 | Jun. 28, 2015 | Jan. 03, 2016 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 95.8 | $ 95.8 | $ 88.8 | ||
Accumulated depreciation | 29.3 | 29.3 | 22.6 | ||
Total property and equipment, net | 66.5 | 66.5 | 66.2 | ||
Depreciation | 3.4 | $ 3.2 | 6.8 | $ 5.8 | |
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 14.5 | 14.5 | 14.6 | ||
Buildings | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 8.3 | $ 8.3 | $ 9.8 | ||
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 | 12.3 | $ 12.3 | $ 9.8 | ||
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 | 16.8 | $ 16.8 | $ 14.3 | ||
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 | 8.9 | $ 8.9 | $ 7.9 | ||
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 | 31.3 | $ 31.3 | $ 29.2 | ||
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 | ||||
Property, plant and equipment, gross | 0.1 | $ 0.1 | $ 0.1 | ||
Construction in process | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 3.6 | $ 3.6 | $ 3.1 |
Goodwill and Intangible Asset32
Goodwill and Intangible Assets, Net - Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jul. 03, 2016 | Jan. 03, 2016 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 48 | $ 11.4 |
Acquisitions | 15.4 | 36.6 |
Ending balance | $ 63.4 | $ 48 |
Goodwill and Intangible Asset33
Goodwill and Intangible Assets, Net - Summary of the Components of Intangible Assets (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jul. 03, 2016 | Jan. 03, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amount | $ 140.3 | $ 132.1 |
Accumulated Amortization | 38.2 | 27.8 |
Net | 102.1 | 104.3 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amount | 135.9 | 127.7 |
Accumulated Amortization | 36.6 | 26.5 |
Net | $ 99.3 | $ 101.2 |
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 | $ 4.4 | $ 4.4 |
Accumulated Amortization | 1.6 | 1.3 |
Net | $ 2.8 | $ 3.1 |
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 Asset34
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2016 | Jun. 28, 2015 | Jul. 03, 2016 | Jun. 28, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of software and intangible assets | $ 5.5 | $ 4.7 | $ 10.4 | $ 8.4 |
Hydro-Scape and Blue Max | Customer relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | $ 8.2 | |||
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 | 10 years |
Capital Leases (Details)
Capital Leases (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jul. 03, 2016 | Jan. 03, 2016 | |
Capital Leased Assets [Line Items] | ||
Capital lease obligations with rates ranging from 1.4% to 4.3% with monthly payments of approximately $0.4 million maturing through June 2021 | $ 10 | $ 11.1 |
Less current maturities | 3.9 | 4 |
Total capital leases, less current portion | 6.1 | 7.1 |
Capital Lease | ||
Capital Leased Assets [Line Items] | ||
Capital lease monthly payment | $ 0.4 | $ 0.4 |
Minimum | Capital Lease | ||
Capital Leased Assets [Line Items] | ||
Capital lease interest rate (percent) | 1.40% | 1.40% |
Maximum | Capital Lease | ||
Capital Leased Assets [Line Items] | ||
Capital lease interest rate (percent) | 4.30% | 4.30% |
Employee Benefit and Stock In36
Employee Benefit and Stock Incentive Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2016 | Jun. 28, 2015 | Jul. 03, 2016 | Jun. 28, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Contributions to the defined contribution benefit plan made by Company | $ 1.3 | $ 1 | $ 3 | $ 1.9 |
Share-based compensation expense | $ 2.2 | $ 0.8 | $ 2.9 | $ 1.5 |
Options granted (shares) | 203,951 | 203,951 | ||
Options forfeited (shares) | 69,708 | |||
Unrecognized compensation cost from share-based compensation arrangements | $ 10.5 | $ 10.5 | ||
Unrecognized compensation cost from share-based compensation arrangements, period for recognition | 3 years 1 month 27 days | |||
Deferred stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (shares) | 21,610 | 21,610 | ||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (shares) | 17,762 | 17,762 | ||
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% |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Millions | Jul. 03, 2016 | Jan. 03, 2016 |
Debt Instrument [Line Items] | ||
Less: unamortized debt issuance costs and discounts on debt | $ (14.6) | $ (10.8) |
Total debt | 406.3 | 177.7 |
Less current portion | (2.8) | (0.6) |
Total long-term debt | 403.5 | 177.1 |
ABL facility | ||
Debt Instrument [Line Items] | ||
Loan facility | 146.5 | 128 |
Term loan facility | ||
Debt Instrument [Line Items] | ||
Loan facility | $ 274.4 | $ 60.5 |
Debt - Additional Information (
Debt - Additional Information (Details) | May 02, 2016USD ($) | Apr. 29, 2016USD ($) | Dec. 23, 2013USD ($) | Jul. 03, 2016USD ($) | Jun. 28, 2015USD ($) | Jul. 03, 2016USD ($) | Jun. 28, 2015USD ($) | Jan. 03, 2016USD ($) | Oct. 20, 2015USD ($) |
Debt Instrument [Line Items] | |||||||||
Special cash dividend | $ 176,000,000 | $ 176,000,000 | $ 176,000,000 | $ 0 | |||||
Interest and other non-operating expenses, net | $ 6,500,000 | $ 2,600,000 | 9,100,000 | 5,000,000 | |||||
Interest expense related to ABL facility and Term Loan Facility | 4,700,000 | 1,700,000 | 6,600,000 | 3,200,000 | |||||
Amortization expense related to debt issuance costs | 1,800,000 | 800,000 | 2,400,000 | 1,600,000 | |||||
Interest expense incurred related to capital leases | 0 | $ 100,000 | 100,000 | $ 200,000 | |||||
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 | $ 175,600,000 | $ 175,600,000 | $ 112,500,000 | ||||||
Commitment fee for the unfunded amount (percent) | 0.25% | ||||||||
Repayment of borrowings outstanding | 29,900,000 | ||||||||
ABL facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate on credit facility (percent) | 2.45% | 2.45% | 2.04% | ||||||
ABL facility | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate on credit facility (percent) | 4.50% | 4.50% | 4.25% | ||||||
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 | |||||||
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 | ||||||||
Interest rate (percent) | 6.25% | 6.25% | 5.00% | ||||||
Percentage of excess cash flow to be paid for annual mandatory prepayments | 50.00% | ||||||||
Leverage ratio | 3.5 | ||||||||
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% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 03, 2016 | Jun. 28, 2015 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate (percent) | 40.80% | 38.70% |
Amount of material increases or decreases to the valuation allowance against deferred tax assets | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - Affiliated Entity - USD ($) $ in Millions | May 17, 2016 | Dec. 31, 2013 | Jul. 03, 2016 | Jun. 28, 2015 | Jul. 03, 2016 | Jun. 28, 2015 | Jan. 03, 2016 |
Related Party Transaction [Line Items] | |||||||
Net sales with customer included in statement of operations | $ 1.3 | $ 1.6 | $ 2.1 | $ 2.8 | |||
Accounts receivable due from customer included in the balance sheet | $ 0.7 | 0.7 | $ 0.1 | ||||
Financing Fees Paid | |||||||
Related Party Transaction [Line Items] | |||||||
Fees paid related to financing offered to customers | $ 0.3 | $ 0.1 | |||||
Consulting Services Agreement Termination Fee | |||||||
Related Party Transaction [Line Items] | |||||||
Amount of the aggregate fee for contract termination agreement | $ 7.5 | ||||||
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% | ||||||
Deere | Consulting Services Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Annual fee paid for consulting services | $ 0.7 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jul. 03, 2016 | Jun. 28, 2015 | Jan. 03, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Undiscounted cost of future remediation efforts | $ 4,600,000 | $ 4,600,000 | |
Amount of liability to be paid by Deere | 2,500,000 | ||
Maximum amount of Company's exposure to environmental liability | 2,400,000 | ||
Indemnification asset recorded against the liability | 2,200,000 | 2,200,000 | |
Line of Credit Facility [Line Items] | |||
Letter of credit, amount outstanding | 2,900,000 | 1,800,000 | |
Borrowings on asset-based credit facility | 200,200,000 | $ 195,900,000 | |
Letter of credit | |||
Line of Credit Facility [Line Items] | |||
Borrowings on asset-based credit facility | $ 0 | $ 0 |
Redeemable Convertible Prefer42
Redeemable Convertible Preferred Stock (Details) - USD ($) | May 17, 2016 | May 16, 2016 | May 02, 2016 | Apr. 29, 2016 | Jul. 03, 2016 | Jun. 28, 2015 | Jul. 03, 2016 | Jun. 28, 2015 |
Temporary Equity [Line Items] | ||||||||
Special cash dividend | $ 176,000,000 | $ 176,000,000 | $ 176,000,000 | $ 0 | ||||
Amount of beneficial conversion feature recognized | $ 0 | 0 | ||||||
Beneficial conversion feature amortization | $ 112,400,000 | $ 0 | $ 112,400,000 | 0 | ||||
Redeemable Convertible Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Dividend rate | 12.00% | |||||||
Special cash dividend | 112,400,000 | $ 112,400,000 | ||||||
Beneficial conversion feature amortization | $ 4,800,000 | $ 6,600,000 | ||||||
CD&R | Redeemable Convertible Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Special cash dividend | $ 112,400,000 | |||||||
Common stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Shares of common stock issued as a result of conversion of stock (shares) | 25,303,164 | |||||||
IPO | Common stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Shares of common stock issued as a result of conversion of stock (shares) | 25,303,164 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ in Millions | May 02, 2016 | Apr. 29, 2016 | Jul. 03, 2016 | Jun. 28, 2015 | Jul. 03, 2016 | Jun. 28, 2015 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Special cash dividend | $ 176 | $ 176 | $ 176 | $ 0 | ||
Special cash dividend paid to preferred stockholders | $ 112.4 | $ 0 | $ 112.4 | $ 0 | ||
Preferred stock | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Weighted average potential common shares excluded because anti-dilutive | 11,624,678 | 23,505,415 | 18,405,739 | 23,148,348 | ||
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 | 3,145,455 | 2,765,945 | 3,076,688 | 5,349,410 | ||
Redeemable Convertible Preferred Stock | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Special cash dividend | $ 112.4 | $ 112.4 | ||||
Special cash dividend paid to preferred stockholders | $ 4.8 | $ 6.6 |
Subsequent Events (Details)
Subsequent Events (Details) | Aug. 17, 2016location | Jul. 03, 2016store |
Subsequent Event [Line Items] | ||
Number of locations | store | 450 | |
Subsequent Event | Bissett Equipment Corp. | ||
Subsequent Event [Line Items] | ||
Number of locations | location | 3 |