Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 20, 2018 | Jul. 02, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | SiteOne Landscape Supply, Inc. | ||
Entity Central Index Key | 1,650,729 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 40,025,054 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,752,135,681 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2017 | Jan. 01, 2017 |
Current assets | ||
Cash and cash equivalents | $ 16.7 | $ 16.3 |
Accounts receivable, net of allowance for doubtful accounts of $4.7 and $4.3 for 2017 and 2016, respectively | 219.9 | 169 |
Inventory, net | 338.3 | 289.6 |
Income tax receivable | 2.7 | 1.6 |
Prepaid expenses and other current assets | 24.3 | 13.5 |
Total current assets | 601.9 | 490 |
Property and equipment, net (Note 3) | 75.5 | 69.8 |
Goodwill (Note 4) | 106.5 | 70.8 |
Intangible assets, net (Note 4) | 112.8 | 103.3 |
Other assets | 14 | 8.7 |
Total assets | 910.7 | 742.6 |
Current liabilities: | ||
Accounts payable | 124.1 | 108.3 |
Current portion of capital leases (Note 5) | 4.9 | 4.3 |
Accrued compensation | 40.1 | 36.7 |
Long term debt, current portion (Note 7) | 3.5 | 3 |
Accrued liabilities | 33.2 | 33.2 |
Total current liabilities | 205.8 | 185.5 |
Other long-term liabilities | 16.8 | 9.1 |
Capital leases, less current portion (Note 5) | 6.8 | 6.7 |
Deferred tax liabilities (Note 1 and Note 8) | 8.4 | 20 |
Long term debt, less current portion (Note 1 and Note 7) | 460.1 | 372.5 |
Total liabilities | 697.9 | 593.8 |
Commitment and contingencies (Note 10) | ||
Redeemable convertible preferred stock (Note 11) | 0 | 0 |
Stockholders’ equity (Note 1 and Note 11): | ||
Common stock, par value $0.01; 1,000,000,000 shares authorized; 39,977,181 and 39,597,532 shares issued, and 39,956,270 and 39,576,621 shares outstanding at December 31, 2017 and January 1, 2017, respectively | 0.4 | 0.4 |
Additional paid-in capital | 227.8 | 219.3 |
Accumulated deficit | (15.1) | (69.7) |
Accumulated other comprehensive loss | (0.3) | (1.2) |
Total stockholders’ equity | 212.8 | 148.8 |
Total liabilities and stockholders’ equity | $ 910.7 | $ 742.6 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | Dec. 28, 2014 |
Statement of Financial Position [Abstract] | ||||
Allowance for doubtful accounts | $ 4.7 | $ 4.3 | $ 3.6 | $ 3 |
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 | 39,977,181 | 39,597,532 | ||
Common stock, shares outstanding | 39,956,270 | 39,576,621 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Income Statement [Abstract] | |||
Net sales | $ 1,861.7 | $ 1,648.2 | $ 1,451.6 |
Cost of goods sold | 1,266.2 | 1,132.5 | 1,022.5 |
Gross profit | 595.5 | 515.7 | 429.1 |
Selling, general and administrative expenses | 502.2 | 446.5 | 373.3 |
Other income | 4.5 | 4.8 | 4 |
Operating income | 97.8 | 74 | 59.8 |
Interest and other non-operating (income) expenses | 25.2 | 22.1 | 11.4 |
Net income before taxes | 72.6 | 51.9 | 48.4 |
Income tax expense | 18 | 21.3 | 19.5 |
Net income | 54.6 | 30.6 | 28.9 |
Less: | |||
Redeemable convertible preferred stock dividends | 0 | 9.6 | 25.1 |
Redeemable convertible preferred stock beneficial conversion feature | 0 | 0 | 18.6 |
Special cash dividend paid to preferred stockholders | 0 | 112.4 | 0 |
Net income (loss) attributable to common shares | $ 54.6 | $ (91.4) | $ (14.8) |
Net income (loss) per common share: | |||
Basic (in dollars per share) | $ 1.37 | $ (3.01) | $ (1.04) |
Diluted (in dollars per share) | $ 1.29 | $ (3.01) | $ (1.04) |
Weighted average number of common shares outstanding: | |||
Basic (shares) | 39,754,595 | 30,316,087 | 14,209,843 |
Diluted (shares) | 42,193,432 | 30,316,087 | 14,209,843 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 54.6 | $ 30.6 | $ 28.9 |
Foreign currency translation adjustments | 0.5 | 0 | (0.8) |
Unrealized gains on interest rate swaps, net of taxes | 0.4 | 0 | 0 |
Comprehensive income | $ 55.5 | $ 30.6 | $ 28.1 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Millions | Total | Common Stock | Additional Paid-in-Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Stockholders' equity attributable to parent, beginning balance at Dec. 28, 2014 | $ 78.8 | $ 0.1 | $ 89.4 | $ (10.3) | $ (0.4) |
Shares, beginning balance (in shares) at Dec. 28, 2014 | 14,088,700 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 28.9 | 28.9 | |||
Other comprehensive income (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) | |||
Shares purchased by employees (in shares) | 171,300 | ||||
Shares purchased by employees | 2.2 | 2.2 | |||
Treasury stock (in shares) | (9,900) | ||||
Treasury stock | (0.1) | (0.1) | |||
Stock based compensation | 3 | 3 | |||
Stockholders' equity attributable to parent, ending balance at Jan. 03, 2016 | 87.8 | $ 0.1 | 113.1 | (24.2) | (1.2) |
Shares, ending balance (in shares) at Jan. 03, 2016 | 14,250,100 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 30.6 | 30.6 | |||
Other comprehensive income (loss) | 0 | 0 | |||
Redeemable convertible preferred stock dividends | $ (13) | 0.8 | (13.8) | ||
Redeemable convertible preferred stock beneficial conversion feature | 0 | ||||
Treasury stock (in shares) | (11,036) | (11,000) | |||
Treasury stock | $ (0.1) | (0.1) | |||
Special cash dividend paid to preferred and common stockholders | (176) | (113.7) | (62.3) | ||
Issuance of common shares from conversion of redeemable convertible preferred stock (in shares) | 25,303,100 | ||||
Issuance of common shares from conversion of redeemable convertible preferred stock | 216.8 | $ 0.3 | 216.5 | ||
Issuance of common shares under stock based compensation plan (in shares) | 34,400 | ||||
Issuance of common shares under stock based compensation plan | 0.2 | 0.2 | |||
Excess tax benefits from stock based compensation | 0.3 | 0.3 | |||
Stock based compensation | 2.2 | 2.2 | |||
Stockholders' equity attributable to parent, ending balance at Jan. 01, 2017 | 148.8 | $ 0.4 | 219.3 | (69.7) | (1.2) |
Shares, ending balance (in shares) at Jan. 01, 2017 | 39,576,600 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 54.6 | 54.6 | |||
Other comprehensive income (loss) | 0.9 | 0.9 | |||
Redeemable convertible preferred stock dividends | $ (2.6) | (2.6) | |||
Treasury stock (in shares) | 0 | ||||
Issuance of common shares under stock based compensation plan (in shares) | 379,600 | ||||
Stock based compensation | $ 5.9 | 5.9 | |||
Stockholders' equity attributable to parent, ending balance at Dec. 31, 2017 | $ 212.8 | $ 0.4 | $ 227.8 | $ (15.1) | $ (0.3) |
Shares, ending balance (in shares) at Dec. 31, 2017 | 39,956,200 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Cash Flows from Operating Activities: | |||
Net income | $ 54.6 | $ 30.6 | $ 28.9 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 17.6 | 14.2 | 12.8 |
Stock-based compensation | 5.9 | 4.7 | 3 |
Amortization of software and intangible assets | 25.5 | 22.8 | 18.4 |
Amortization of debt related costs | 3 | 2.5 | 3 |
Loss on extinguishment of debt | 0.1 | 1.7 | 1.2 |
Loss on sale of equipment | 0.6 | 0 | 0.4 |
Deferred income taxes | (16.5) | (9.9) | (7.5) |
Other | 0.1 | (0.3) | 0.3 |
Changes in operating assets and liabilities, net of the effects of acquisitions: | |||
Receivables | (40.5) | (18.7) | (11.4) |
Inventory | (31) | (0.6) | 3.7 |
Income tax receivable | (1) | 6.6 | 6.3 |
Prepaid expenses and other assets | (12.2) | 0.2 | 5 |
Accounts payable | 7.1 | 8.2 | (8.9) |
Accrued expenses and other liabilities | 3 | 10.9 | 15.8 |
Net Cash Provided By Operating Activities | 16.3 | 72.9 | 71 |
Cash Flows from Investing Activities: | |||
Purchases of property and equipment | (14.5) | (8.8) | (10.5) |
Purchases of intangible assets | (1.5) | 0 | 0 |
Acquisitions, net of cash acquired | (82.9) | (66.4) | (100.7) |
Proceeds from the sale of property and equipment | 0.3 | 0.3 | 0.2 |
Net Cash Used In Investing Activities | (98.6) | (74.9) | (111) |
Cash Flows from Financing Activities: | |||
Equity proceeds from common stock | 2.7 | 0.2 | 2.2 |
Purchase of treasury stock | 0 | (0.2) | (0.1) |
Special cash dividend | 0 | (176) | 0 |
Other dividends paid | 0 | (13) | 0 |
Borrowings under term loan | 649.5 | 570.9 | 0 |
Repayments under term loan | (598.3) | (336.2) | (0.8) |
Borrowings on asset-based credit facility | 386.4 | 355.5 | 364.1 |
Repayments on asset-based credit facility | (350.4) | (392.5) | (310.4) |
Debt issue costs paid | (2.2) | (4.2) | (1) |
Payments on capital lease obligations | (5.1) | (4.2) | (4.3) |
Other financing activities | (0.1) | (2.1) | 0 |
Net Cash Provided By (Used In) Financing Activities | 82.5 | (1.8) | 49.7 |
Effect of exchange rate on cash | 0.2 | 0 | (0.2) |
Net Change In Cash | 0.4 | (3.8) | 9.5 |
Cash and cash equivalents: | |||
Beginning | 16.3 | 20.1 | 10.6 |
Ending | 16.7 | 16.3 | 20.1 |
Supplemental Disclosures of Cash Flow Information: | |||
Cash paid during the year for interest | 23.9 | 16.5 | 8.4 |
Cash paid during the year for income taxes | 35.9 | 24.3 | 21.9 |
Supplemental Disclosures of Noncash Investing and Financing Information: | |||
Acquisition of property and equipment through capital leases | $ 5.8 | $ 4.3 | $ 4.8 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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. is a supplier of irrigation supplies, fertilizer and control products, landscape accessories, nursery goods, hardscapes and outdoor lighting to green industry professionals. The Company also provides value-added consultative services to complement its product offering and to help customers operate and grow their businesses. Substantially all of 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. As of December 31, 2017 , the Company had over 475 branches. 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. 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 and Amendments 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 “Term Loan Facility”). On April 29, 2016, the proceeds from the 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 Refinancing of the 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 for the year ended January 1, 2017. 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. On November 23, 2016, the Company amended the Term Loan Facility to, among other things, (i) add an additional credit facility under the Term Loan Facility consisting of additional term loans (the “Tranche B Term Loans”) in an aggregate principal amount of $273.6 million and (ii) increase the aggregate principal amount of Tranche B Term Loans under the Term Loan Facility to $298.6 million pursuant to an increase supplement. Proceeds of the Tranche B Term Loans were used to, among other things, (i) repay in full the term loans outstanding under the Term Loan Facility immediately prior to effectiveness of the Term Loan Facility Amendments (the “Existing Term Loans”) and (ii) repay $21.0 million of borrowings outstanding under the ABL Facility. On May 24, 2017, the Company amended the Term Loan Facility (the “Second Amendment”) to, among other things, add an additional credit facility under the Term Loan Facility consisting of additional term loans (the “Tranche C Term Loans”) in an aggregate principal amount of $299.5 million . Proceeds of the Tranche C Term Loans were used to, among other things, repay in full the Tranche B Term Loans outstanding under the Term Loan Facility immediately prior to effectiveness of the Second Amendment and pay fees and expenses associated with the transaction. On December 12, 2017, the Company amended the Term Loan Facility (the “Third Amendment”) to, among other things, (i) add an additional credit facility under the Term Loan Facility consisting of additional term loans (the “Tranche D Term Loans”) in an aggregate principal amount of $298.0 million and (ii) increase the aggregate principal amount of Tranche D Term Loans under the Term Loan Facility to $350.0 million . Proceeds of the Tranche D Term Loans were used to, among other things, (i) repay in full the Tranche C Term Loans and (ii) repay approximately $50.7 million of borrowings outstanding under the ABL Facility. 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. Secondary Offerings On November 29, 2016, the Company’s registration statement on Form S-1 (Registration No. 333-214628) relating to a secondary offering (the “Secondary Offering”) of its common stock was declared effective by the SEC. On December 5, 2016, the Company completed the Secondary Offering at a price to the public of $33.00 per share. In connection with the Secondary Offering, certain of the Company’s stockholders sold an aggregate of 9,000,000 shares of common stock. The underwriters also exercised their option to purchase an additional 1,350,000 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 this secondary offering. On April 25, 2017, the Company’s registration statement on Form S-1 (Registration No. 333-217327) relating to a secondary offering of its common stock was declared effective by the SEC. On May 1, 2017, the Company completed this secondary offering at a price to the public of $47.50 per share. In connection with this secondary offering, 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 from the selling stockholders 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 this secondary offering. On July 20, 2017, the Company’s shelf registration statement on Form S-3 (Registration No. 333-219370) became effective, registering the offering and sale from time to time, by certain selling stockholders, of 5,437,502 shares of the Company’s common stock. On July 26, 2017, the selling stockholders completed a secondary offering of all such shares at a price to the underwriter of $51.63 per share. 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 this secondary offering. Basis of financial statement presentation: SiteOne Landscape Supply, Inc. (hereinafter, collectively with all its consolidated subsidiaries, referred to as the “Company” or individually as “Holdings”) indirectly owns 100% of the membership interest in SiteOne Landscape Supply Holding, LLC (referred to herein as “Landscape Holding”). Landscape Holding is parent and sole owner of SiteOne Landscape Supply, 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. On December 23, 2013 (the “Closing Date”), the Company acquired 100% of the ownership interest in Landscape Holding 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). As part of the same transaction, Landscape Holding also acquired from Deere the affiliated company LESCO, Inc. (“LESCO”). The Company continues to be the sole owner of Landscape Holding. The aforementioned transactions described in this paragraph are referred to herein as the “CD&R Acquisition”. Following consummation of the secondary offering on July 26, 2017, CD&R and Deere no longer have an ownership interest in the Company. 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”). The Consolidated Statements of Operations, Comprehensive income (loss), Equity and Cash Flows for the Company are presented for the fiscal years ended December 31, 2017 , January 1, 2017 and January 3, 2016 . The consolidated financial statements for the 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 Company owns 100% of all subsidiaries presented in these financial statements. All intercompany balances and transactions have been eliminated in consolidation. Significant accounting policies: Use of estimates in the preparation of financial statements : The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fiscal year : The Company’s fiscal year is a 52- or 53-week period ending on the Sunday nearest to December 31. The year ended December 31, 2017 includes 52 weeks. The year ended January 1, 2017 includes 52 weeks. The year ended January 3, 2016 includes 53 weeks. Cash and cash equivalents : Cash and cash equivalents include primarily cash on deposit with banks which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts. Cash and cash equivalents also include unsettled credit card transactions. Accounts receivable : The Company carries accounts receivable at the original invoice amount less any charge-offs and the allowance for credit losses and doubtful accounts. Allowances for credit losses and doubtful accounts are maintained in amounts considered to be appropriate in relation to the receivables outstanding based on collection experience, economic conditions and credit risk quality. Receivables are written-off to the allowance when an account is considered uncollectible. Activity in the allowance for doubtful accounts for the periods was as follows (in millions): For the year For the year For the year Beginning balance $ 4.3 $ 3.6 $ 3.0 Provision (reduction) for allowance 2.0 1.1 1.0 Write-offs, net of recoveries (1.6 ) (0.4 ) (0.4 ) Ending balance $ 4.7 $ 4.3 $ 3.6 Inventory : The majority of the Company’s inventories are valued at the lower of cost or net realizable value, with cost determined by the first-in, first-out (“FIFO”) method. Inventory is primarily considered to be finished goods. The Company establishes a reserve for excess, slow-moving, and obsolete inventory that is equal to the difference between the cost and estimated net realizable value for that inventory. These reserves are based on a review of planned and historical sales. The reserve for obsolete and excess inventory was approximately $5.1 million and $4.8 million as of December 31, 2017 and January 1, 2017 , respectively. Property and equipment, net : Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed on property and equipment using the straight-line method over the estimated useful lives of the assets, as noted below. Leasehold improvements are depreciated over the lesser of their estimated useful lives or the remaining lease terms. Depreciation on property and equipment under capital lease is included in depreciation expense. Expenditures for replacement or major renewals of significant items are capitalized. Expenditures for maintenance, repairs and minor renewals are generally charged to expense as incurred. Asset Class Estimated Useful Life Buildings and improvements 20 years Branch equipment 2 to 12 years Furniture and fixtures 2 to 12 years Auto and truck 2 to 6 years Tooling 7 years Leasehold improvements Shorter of the estimated useful life or the term of the lease, considering renewal options expected to be exercised. Acquisitions : When the Company acquires a controlling financial interest in an entity or group of assets that are determined to meet the definition of a business, the acquisition method described in ASC Topic 805, Business Combinations, is applied. The Company allocates the purchase consideration paid to acquire the business to the assets and liabilities acquired based on 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. If during the measurement period (a period not to exceed 12 months from the acquisition date) the Company receives additional information that existed as of the acquisition date but at the time of the original allocation described above was unknown, the Company makes the appropriate adjustment to the purchase price allocation in the reporting period in which the adjustment is identified. Goodwill impairment : Goodwill represents the acquired fair value of a business in excess of the fair values of tangible and identified intangible assets acquired and liabilities assumed. The Company tests goodwill on an annual basis as of July fiscal month end and additionally if an event occurs or circumstances change that would indicate the carrying amount may be impaired. Examples of such indicators include a significant change in the business climate, unexpected competition, loss of key personnel or a decline in the Company’s market capitalization below the Company’s net book value. The Company performs impairment assessments at the reporting unit level, which is defined as an operating segment or one level below an operating segment, also known as a component. With the issuance of Accounting Standards Update 2017-04 Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”) in January 2017, and adopted by the Company in July 2017 with its annual goodwill impairment test, the impairment test is now a single-step process. The process 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 is deemed impaired, and an impairment charge is recognized based on the excess of a reporting unit’s carrying amount over its fair value . No impairment occurred during the periods presented. See Note 4 for a more detailed description of goodwill. Intangible assets, net : Intangible assets include customer relationships, and trademarks and other, acquired through acquisitions. Intangibles assets with finite useful lives are amortized on an accelerated method or a straight-line of amortization over their estimated useful lives. An accelerated amortization method reflecting the pattern in which the asset will be consumed is utilized if that pattern can be reliably determined. If that pattern cannot be reliably determined, a straight-line amortization method is used. The Company considers the period of expected cash flows and underlying data used to measure the fair value of the intangible assets when selecting a useful life. Refer to Note 4 for a more detailed description of intangible asset amortization. Impairment of Long-lived assets : Long-lived assets, primarily property and equipment, finite-lived intangible assets and long-term contracts included in other assets, are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset group may not be recoverable. The recoverability of an asset group is measured by a comparison of the carrying amount of the asset group to its future undiscounted cash flows. 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. The amount of such impairment would be charged to operations in the current period. There were no impairment charges recognized during the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 . Fair value measurement : Fair value is defined as an exit price, representing an amount that would be received to sell an asset or the amount paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The inputs used to measure fair value are prioritized into the following three-tiered value hierarchy: • Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2: Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or inputs, other than quoted prices in active markets, which are observable either directly or indirectly. • Level 3: Unobservable inputs for which there is little or no market data. The hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The classification of fair value measurement within the hierarchy is based upon the lowest level of input that is significant to the measurement. The Company’s financial instruments consist of cash and cash equivalents, accounts receivables, forward-starting interest rate swap contracts and long-term debt. The variable interest rate on the long-term debt is reflective of current market borrowing rates. As such, the Company has determined that the carrying value of these financial instruments approximates fair value. Interest Rate Swaps: The Company utilizes interest rate swap contracts to reduce its exposure to fluctuations in variable interest rates for future interest payments on its syndicated senior Term Loan Facility. For determining the fair value of the interest rate swap contracts, the Company uses significant observable market data or assumptions (Level 2 inputs) that market participants would use in pricing similar assets or liabilities, including assumptions about counterparty risk. The fair value estimates reflect an income approach based on the terms of the interest rate swap contracts and inputs corroborated by observable market data including interest rate curves. The Company has designated these swaps as cash flow hedges, for which the Company records the effective portions of changes in their fair value, net of tax, in other comprehensive income (loss). To the extent the interest rate swaps are determined to be ineffective, the Company recognizes the changes in the estimated fair value of the swaps in earnings. Revenue recognition : The Company recognize revenue when the following four basic criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. Sales of products are recorded when the sales price is determinable and the risks and rewards of ownership are transferred to independent parties. This transfer occurs primarily when goods are picked up by a customer at the branch or when goods are delivered to a customer location. In all cases, when a sale is recorded by the Company, no significant uncertainty exists surrounding the purchaser’s obligation to pay. Returns are estimated and accrued at the time a sale is recognized. The Company makes appropriate provisions based on experience for costs such as doubtful receivables and sales incentives. The Company also has entered into agency agreements with certain of its suppliers whereby the Company operates as a sales agent of those suppliers. The suppliers retain title to their merchandise until it is sold by the Company and determine the prices at which the Company can sell the suppliers’ merchandise. As such, the Company recognizes these agency sales on a net basis and records only the product margin as commission revenue within Net sales. Sales incentives : The Company offers certain customers rebates which are accrued based on sales volumes. In addition, the Company offers a points-based reward program whereby reward points can be redeemed for merchandise or credit on account (such as gift cards or vacation trips). The Company accrues a liability for this program based on sales volumes and an estimate of points that will be redeemed before expiration. Liabilities for these sales incentives are included in Accrued Liabilities. Sales taxes : The Company collects and remits taxes assessed by different governmental authorities that are both imposed on and concurrent with revenue producing transactions between the Company and its customers. These taxes may include sales, use, value-added and some excise taxes. The Company reports the collection of these taxes on a net basis (excluded from sales). Cost of goods sold : Cost of goods sold includes all inventory costs, such as purchase price from suppliers, net of any rebates received, as well as inbound freight and handling, and other costs associated with the inventory and is exclusive of the cost to deliver the products to customers. Shipping and handling costs : Shipping and handling costs associated with inbound freight are included in Cost of goods sold. Warranty Reserves: Provisions for estimated warranty costs for the return of nursery product are provided for in the same period the related sales are recorded. The Company offers product warranties on selected nursery items. The warranty reserve is based on historical and current trends. The warranty reserve included in Accrued liabilities was approximately $0.5 million and $0.4 million as of December 31, 2017 and January 1, 2017 , respectively. Leases: The Company leases the majority of its facilities and enters into various other operating lease agreements in conducting its business. At the inception of each lease, the Company evaluates the lease agreement to determine whether the lease is an operating or capital lease. Operating lease expenses are recognized in the statements of operations on a straight-line basis over the term of the related lease. Some of the Company’s lease agreements may contain renewal options, tenant improvement allowances, rent holidays or rent escalation clauses. When such items are included in a lease agreement, the Company records a deferred rent asset or liability on the consolidated balance sheets equal to the difference between the rent expense and cash rent payments. The cost of property and equipment acquired under capital lease arrangements represents the lesser of the present value of the minimum lease payments or the fair value of the leased asset as of the inception of the lease. Advertising costs : Advertising costs are charged to expense as incurred and were approximately $2.1 million , $0.9 million , and $0.4 million , during the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 , respectively. Stock-based compensation : The Company applies the fair value method to recognize compensation expense for stock-based awards. Using this method, the estimated grant-date fair value of the award is recognized on a straight-line basis over the requisite service period based on the portion of the award that is expected to vest. Stock-based compensation expense for restricted stock units is measured based on the fair value of the Company’s common stock on the grant date. The Company utilizes the Black-Scholes option pricing model to estimate the grant-date fair value of option awards. The exercise price of option awards is set to equal the estimated fair value of the common stock at the date of the grant. The following weighted-average assumptions are also used to calculate the estimated fair value of option awards: • Expected volatility: The expected volatility of the Company’s shares is estimated using the historical stock price volatility over the most recent period commensurate with the estimated expected term of the awards. • Expected term: For employee stock option awards, the Company determines the weighted average expected term equal to the weighted period between the vesting period and the contract life of all outstanding options. • Dividend yield: The Company has not paid dividends and does not anticipate paying a cash dividend in the foreseeable future and, accordingly, uses an expected dividend yield of zero . • Risk-free interest rate: The Company bases the risk-free interest rate on the implied yield available on a U.S. Treasury note with a term equal to the estimated expected term of the awards. Refer to Note 6 for further details regarding stock-based compensation. Other income : Other income consists primarily of financing charges and net gain/loss on sale of assets. Income taxes : The Company files a consolidated federal income tax return and files both combined or unitary state income tax returns as well as separate state income tax returns in certain jurisdictions. 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. In December 2017, the Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted. The 2017 Tax Act includes a number of changes to existing U.S. tax laws that impact the Company, most notably a reduction of the U.S. corporate income tax rate from 35% to 21%, which required the Company to re-measure certain deferred tax assets and liabilities in the reporting period in which the 2017 Tax Act was signed into law, a one-time transition tax on certain foreign earnings that were previously deferred, and immediate expensing for certain assets placed into service after September 27, 2017. The Company recognized the income tax effects of the 2017 Tax Act in its 2017 financial statements in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC Topic 740, Income Taxes . At December 31, 2017, the Company has not completed its accounting for the tax effects of enactment of the 2017 Tax Act. In certain instances, however, the Company has made a reasonable estimate (provisional amount) of the effects with respect to existing deferred tax balances and the one-time transition tax. In other cases, the Company has not been able to make a reasonable estimate and continues to account for those items based on existing accounting under ASC Topic 740, and the provisions of the tax laws that were in effect prior to enactment. In all cases, the Company will continue to make and refine its calculations as additional analysis is completed, and provisional estimates may also be affected as the Company gains a more thorough understanding of the 2017 Tax Act. See Note 8 for further information pertaining to income taxes. Foreign currency translation : The functional currency for the Company’s Canadian operations is the Canadian dollar, the local currency. The assets and liabilities of these operations are translated into U.S. dollars at the end of the period exchange rates. The revenues and expenses are translated at average exchange rates for the period. The gains or losses from these translations are recorded in other comprehensive income (loss). Gains or losses recognized on transactions denominated in a currency other than the functional currency are included in net income (loss). Beneficial conversion features : The Company had issued Redeemable Convertible Preferred Stock with dividends that were paid-in-kind during the years ended January 3, 2016 and December 28, 2014. The Company recorded paid-in-kind dividends at carrying value on the issuance date. The paid-in-kind dividends |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
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 made various acquisitions during the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 . The following acquisitions had an aggregate purchase price of approximately $83.1 million , $67.9 million $104.0 million , and deferred contingent consideration of $5.0 million , $0.0 million and $0.0 million for the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 , respectively. The aggregate assets acquired were $67.6 million , $67.4 million and $99.9 million , aggregate liabilities assumed were $15.4 million , $21.9 million and $32.5 million , and excess purchase price attributed to goodwill acquired were $35.9 million , $22.4 million and $36.6 million for the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 , respectively. The Company has completed the acquisition accounting for each acquisition made during the 2016 Fiscal Year ended January 1, 2017 and the acquisitions of Aspen Valley Landscape Supply, Inc. in January 2017 and Stone Forest Materials, LLC in February 2017. The Company recorded the preliminary acquisition accounting for the remaining acquisitions completed during the 2017 Fiscal Year ended December 31, 2017 at their estimated fair values as of the respective acquisition dates. In October 2017, the Company acquired the assets and assumed the liabilities of Harmony Gardens, Inc. (“Harmony Gardens”). With two locations in the metro Denver and Fort Collins, Colorado areas, Harmony Gardens is a leading wholesale nursery distributor in the state. In September 2017, the Company acquired the assets and assumed the liabilities of Marshall Stone, Inc. and Davis Supply, LLC (collectively, “Marshall Stone”). With two locations in Greensboro, North Carolina and Roanoke, Virginia, Marshall Stone is a market leader in the distribution of natural stone and hardscape materials to landscape professionals. In August 2017, the Company acquired the assets and assumed the liabilities of Bondaze Enterprises, Inc., a California corporation doing business as South Coast Supply (“South Coast Supply”). With two locations in Orange County, California, South Coast Supply is a market leader in the distribution of hardscape, natural stone and related products to landscape professionals. In May 2017, the Company acquired the assets and assumed the liabilities of Evergreen Partners of Raleigh, LLC, Evergreen Partners of Myrtle Beach, LLC, and Evergreen Logistics, LLC (collectively, “Evergreen”). With two locations in Raleigh, North Carolina and Myrtle Beach, South Carolina, Evergreen is a market leader in the distribution of nursery supplies to landscape professionals. In March 2017, the Company acquired the assets and assumed the liabilities of Angelo’s Supplies, Inc. and Angelo’s Wholesale Supplies, Inc. (collectively, “Angelo’s”) with two locations in Wixom and Farmington Hills, Michigan, both suburbs of Detroit. Angelo’s is a hardscape and landscape supply distributor, and has been a market leader since 1984. In March 2017, the Company acquired all of the outstanding stock of American Builders Supply, Inc. and MasonryClub, Inc. and subsidiary (collectively, “AB Supply”) with 10 locations in the greater Los Angeles, California area and two locations in Las Vegas, Nevada. AB Supply is a market leader in the distribution of hardscape, natural stone and related products to landscape professionals. In February 2017, the Company acquired the assets and assumed the liabilities of Stone Forest Materials, LLC (“Stone Forest”) with one location in Kennesaw, Georgia. Stone Forest is a market leader in the distribution of hardscape products to landscape professionals. In January 2017, the Company acquired the assets and assumed the liabilities of Aspen Valley Landscape Supply, Inc. (“Aspen Valley”) with three locations. Headquartered in Homer Glen, Illinois, Aspen Valley is a market leader in the distribution of hardscapes and landscape supplies in the Chicago Metropolitan Area. In December, 2016, the Company acquired the assets and assumed the liabilities of East Haven Landscape Products (“East Haven”). With one location in East Haven, Connecticut, East Haven is a leader in the distribution of nursery, hardscapes, and landscape supplies in that area. 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. 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 was 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, agronomic, outdoor living and hardscapes) with 17 locations serving customers throughout Southern California. In January 2016, the Company acquired the outstanding stock of Hydro-Scape Products, Inc., which includes 17 locations serving Southern California. The acquisition creates a leading position for SiteOne in the Southern California irrigation and landscape accessories markets. In August 2015, the Company acquired the assets and assumed the liabilities of Tieco, Inc., which includes six branch locations serving Alabama and Florida with irrigation, lighting, pump and well products. The acquisition creates a leading position for SiteOne in Alabama and the Florida panhandle irrigation markets. In August 2015, the Company acquired all of the outstanding stock of Green Resource, LLC, which includes five branch locations serving North and South Carolina with chemicals, seed, fertilizer and erosion control products. The acquisition creates a leading position for SiteOne in North and South Carolina across all of our product lines. In May 2015, the Company acquired all of the outstanding stock of AMC Industries, Inc., which includes nine branch locations serving Texas and Oklahoma with irrigation products and domestic water systems. The acquisition creates a leading position for SiteOne in the South Texas and Oklahoma irrigation markets. In February 2015, the Company acquired all of the outstanding stock of CLP SN Holdings, Inc., the parent company of Shemin Nurseries, which includes 30 branch locations supplying primarily nursery goods in 18 major metropolitan markets across 14 states of the Eastern region of the United States and Texas. The acquisition gives SiteOne a leading position in the distribution of nursery products in the Northeast, Southeast, Midwest and Texas regions. 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 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 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 adjusted aggregate fair values of the assets acquired and liabilities assumed at the acquisition date of February 27, 2015 and subsequent adjustments. 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): (In millions, except for per share data) January 3, 2016 Net sales $ 1,459.1 Net loss available to SiteOne common shareholders $ (17.6 ) Net loss per share of common stock attributable to SiteOne - diluted $ (1.24 ) 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 1, 2017 . |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (in millions): December 31, 2017 January 1, 2017 Land $ 14.5 $ 14.5 Buildings and leasehold improvements: Buildings 8.6 8.6 Leasehold improvements 17.0 14.0 Branch equipment 24.8 17.6 Office furniture and fixtures and vehicles: Office furniture and fixtures 14.6 11.1 Vehicles 44.2 36.1 Tooling 0.1 1.0 Construction in process 3.0 3.3 Total Property and equipment, gross 126.8 106.2 Less: accumulated depreciation 51.3 36.4 Total Property and equipment, net $ 75.5 $ 69.8 Property and equipment includes vehicles under capital lease of approximately $35.2 million and $29.4 million and related accumulated depreciation of approximately $20.1 million and $13.7 million as of December 31, 2017 and January 1, 2017 , respectively. Depreciation expense was approximately $17.6 million , $14.2 million and $12.8 million for the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 respectively. 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 December 31, 2017 and January 1, 2017 were approximately $7.7 million and $3.6 million , less accumulated amortization of approximately $3.5 million and $1.9 million , respectively. Amortization of these software costs was approximately $1.6 million , $1.1 million and $0.6 million for the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2017 and January 1, 2017 are as follows (in millions): For the year For the year Beginning balance $ 70.8 $ 48.0 Goodwill acquired during the year 35.9 22.4 Goodwill adjusted during the year (0.2 ) 0.4 Ending balance $ 106.5 $ 70.8 There have been no impairments of our goodwill for the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 . Intangible Assets The following table summarizes the components of intangible assets (in millions): December 31, 2017 January 1, 2017 Weighted Average Remaining Useful Life (in Years) Amount Accumulated Net Amount Accumulated Net Customer relationships 17.4 years $ 178.5 $ 70.2 $ 108.3 $ 147.7 $ 47.5 $ 100.2 Trademarks and other 4.5 years 7.7 3.2 $ 4.5 5.0 1.9 3.1 Total intangibles $ 186.2 $ 73.4 $ 112.8 $ 152.7 $ 49.4 $ 103.3 During the year ended December 31, 2017 , the Company recorded $33.5 million of intangible assets, including $30.8 million in customer relationship intangibles and $2.7 million in trademarks and other as a result of the eight business acquisitions discussed in Note 2. 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 seven years. During the year ended January 1, 2017 , the Company recorded $20.6 million of intangible assets, including $20.0 million in customer relationship intangibles and $0.6 million in trademarks and other as a result of six business acquisitions discussed in Note 2. Amortization expense for intangible assets for the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 was approximately $23.9 million , $21.7 million , and $17.9 million , respectively. Total future amortization estimated as of December 31, 2017 , is as follows (in millions): Fiscal year ending: 2018 $ 22.0 2019 17.8 2020 14.7 2021 12.1 2022 9.9 Thereafter 36.3 Total future amortization $ 112.8 |
Capital Leases
Capital Leases | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Capital Leases | Capital Leases Capital leases, consisting of vehicle leases, included the following (in millions except payment information): December 31, 2017 January 1, 2017 Capital lease obligations with rates ranging from 2.0% to 4.0% maturing through October 2022; with current monthly payments of approximately $0.5 million $ 11.7 $ 11.0 Less current maturities 4.9 4.3 Total Capital leases, less current portion $ 6.8 $ 6.7 Future minimum lease payments under capital leases are due as follows (in millions): Fiscal year: 2018 $ 5.3 2019 3.1 2020 2.1 2021 1.6 2022 and Thereafter 0.3 Total minimum lease payments 12.4 Less amounts representing interest 0.7 Present value of future minimum lease payments $ 11.7 Interest expense on capital leases was approximately $0.5 million , $0.4 million and $0.5 million for the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 , respectively. |
Employee Benefit and Stock Ince
Employee Benefit and Stock Incentive Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit and Stock Incentive Plans | 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 $6.4 million , $5.7 million and $4.2 million for the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 , respectively. Prior to the adoption of the Omnibus Equity Incentive Plan (the “Omnibus Incentive Plan”), as described below, the Company offered to key employees the ability to purchase common shares of the Company under a stock incentive plan (“Stock Incentive Plan”), which commenced in May 2014 as approved by the 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 were not transferrable except upon the employee’s death, repurchase at the option of the Company, or with the Company’s consent. The Stock Incentive Plan provided for drag-along and tag-along rights if the stockholders sold more than 50.01% of their shares prior to a public offering. As of the date of IPO, 762,079 shares were purchased by employees and outstanding under the Stock Incentive Plan. For the years ended December 31, 2017 and January 1, 2017 respectively, 0 shares and 11,036 shares were repurchased from certain terminated employees by the Company. The Company’s policy was to retain these repurchased shares as treasury shares and not to retire them. The Company adopted the Omnibus Incentive Plan on April 28, 2016 in connection with the IPO. Upon the adoption of the Omnibus Incentive Plan, the Stock Incentive Plan terminated and no additional awards were made thereunder. However, awards previously granted under the Stock Incentive Plan were unaffected by the termination of the Stock Incentive Plan. Awards under the Omnibus Incentive Plan may be made in the form of stock options, which may be either incentive stock options or non-qualified stock options; stock purchase rights; restricted stock; restricted stock units (“RSUs”); performance shares; performance units; stock appreciation rights (“SARs”); dividend equivalents; deferred stock units (“DSUs”); and other stock-based awards. Any shares covered by an award, or any portion thereof, granted under the Omnibus Incentive Plan or Stock Incentive Plan that terminates, is forfeited, is repurchased, expires or lapses for any reason will again be available for the grant of awards. Additionally, any shares tendered or withheld to satisfy the grant or exercise price or tax withholding obligations pursuant to any award under the Omnibus Incentive Plan will again be available for issuance. The Company granted 400,415 options, 19,346 DSUs and 49,323 RSUs; in addition, 53,732 options and RSUs were forfeited during the year ended December 31, 2017 ; and, the Company granted 223,970 options, 26,020 DSUs and 18,973 RSUs; in addition, 17,427 options were forfeited during the year ended January 1, 2017 under the Omnibus Incentive Plan. The RSUs and options granted to employees vest over a four -year period at 25 percent per year. The DSUs granted to non-employee directors vest immediately. Options and RSUs expire ten years after the date of grant. The compensation cost for options and RSUs is recognized on a straight-line basis over the requisite vesting period. The aggregate number of shares which may be issued under the Omnibus Incentive Plan is 2,000,000 shares of which 1,334,749 remain as of December 31, 2017 . The estimated grant-date fair value of stock options was calculated using the Black-Scholes option-pricing model, based on the following weighted-average assumptions: December 31, 2017 January 1, 2017 January 3, 2016 Risk-free interest rate 2.11% 1.43% 1.87% Expected dividends — — — Expected volatility 30% 30% 36% Expected term (in years) 6.25 6.25 6.50 Prior to the Company’s IPO, determining the fair value of the shares of common stock underlying stock options was historically based upon a valuation provided by a third-party valuation specialist. The Company’s approach to valuation, which required making complex and subjective judgments, was based on a combination of a discounted cash flow method of income approach and market approaches. The discounted cash flow method used estimates of revenue, driven by assumed market growth rates, and estimated costs as well as appropriate discount rates. These estimates were consistent with the plans and estimates that were used to manage the business. There was inherent uncertainty in making these estimates. Subsequent to the completion of the IPO, the Company uses the market closing price of its common stock as reported on the New York Stock Exchange to determine the fair value of the shares of common stock underlying stock options. 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 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 the U.S. Treasury security yields at the time of grant. 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 following table summarizes the information about stock options as of and for the years ended December 31, 2017 and January 1, 2017 : Number of Weighted Weighted Average Aggregate Outstanding as of January 4, 2016 3,060.2 $ 10.05 8.74 Granted 224.0 27.54 Exercised (34.4 ) 6.57 Expired or forfeited (87.2 ) 7.47 Outstanding as of January 1, 2017 3,162.6 $ 7.98 7.86 $ 84.6 Granted 400.4 40.28 Exercised (355.8 ) 7.52 Expired or forfeited (53.3 ) 11.83 Outstanding as of December 31, 2017 3,153.9 $ 12.07 7.13 $ 203.8 Exercisable as of December 31, 2017 1,655.3 6.50 6.63 116.2 Unvested and expected to vest after December 31, 2017 1,498.6 $ 18.22 7.67 $ 87.6 The weighted-average grant-date fair values of options granted during the year ended December 31, 2017 was $13.70 per option. The total stock option and DSU expense was $5.4 million for the year ended December 31, 2017 and $5.2 million for the year ended January 1, 2017 . There were $9.4 million and $8.4 million of unrecognized compensation cost from stock options and DSUs granted under the plan at December 31, 2017 and January 1, 2017 , respectively. The unrecognized option and DSU related compensation is expected to be recognized over a weighted-average period of approximately 2.39 years . The following table summarizes the information about RSUs as of and for the years ended December 31, 2017 and January 1, 2017 : Number of Weighted Average Outstanding as of January 1, 2017 19.0 $ 27.40 Granted 49.3 40.35 Vested (4.7 ) 27.41 Expired or forfeited (0.4 ) 38.73 Outstanding as of December 31, 2017 63.2 $ 37.45 The total RSU expense was $0.5 million for the year ended December 31, 2017 and $0.1 million for the year ended January 1, 2017 . There were $1.9 million and $0.4 million of unrecognized compensation cost from RSUs granted under the plan at December 31, 2017 and January 1, 2017 , respectively. The unrecognized RSU related compensation is expected to be recognized over a weighted-average period of approximately 3.04 years . |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt was as follows (in millions): December 31, 2017 January 1, 2017 ABL facility $ 127.0 $ 91.0 Term loan facility 349.1 297.9 Total gross long-term debt 476.1 388.9 Less: unamortized debt issuance costs and discounts on debt (12.5 ) (13.4 ) Total debt $ 463.6 $ 375.5 Less: current portion (3.5 ) (3.0 ) Total long-term debt $ 460.1 $ 372.5 ABL Facility: SiteOne Landscape Supply Holding, LLC (“Landscape Holding”) and SiteOne Landscape Supply, LLC (“Landscape,” and together with Landscape Holding, the “Borrowers”), each an indirect wholly-owned subsidiary of the Company, entered into an amended credit agreement during 2015 (such agreement, as amended by the First Amendment to the Credit Agreement, dated June 13, 2014, the Second Amendment to the Credit Agreement, dated January 26, 2015, the Third Amendment to the Credit Agreement, dated February 13, 2015, and the Fourth Amendment to the Credit Agreement, dated October 20, 2015, the “ABL Credit Agreement”) providing for an asset-based credit facility (the “ABL Facility”) of up to $325.0 million , subject to borrowing base availability. The final maturity date of the ABL Facility is October 20, 2020. The ABL Facility is secured by a first lien on the inventory and receivables of the Borrowers. The ABL Facility is guaranteed by SiteOne Landscape Supply Bidco, Inc. (“Bidco”), an indirect wholly-owned subsidiary of the Company, and each direct and indirect wholly-owned U.S. restricted subsidiary of Landscape. The availability under the ABL Facility was $162.0 million and $164.5 million as of December 31, 2017 and January 1, 2017 , respectively. Availability is determined using borrowing base calculations of eligible inventory and receivable balances less the current outstanding ABL Facility and letters of credit balances. On May 24, 2017, the Company entered into the Omnibus Amendment (the “Omnibus Amendment”) which amends, among other things, the ABL Credit Agreement, in order to, among other things, update certain provisions relating to secured cash management and hedging obligations. 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 3.25% to 3.32% and 2.49% to 4.50% as of December 31, 2017 and January 1, 2017 , respectively. Additionally, the Borrowers pay a 0.250% and 0.375% commitment fee on the unfunded amount of as of December 31, 2017 and January 1, 2017 , respectively. 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. As of December 31, 2017 , the Company is in compliance with all of the ABL Facility covenants. Term Loan Facility: The Borrowers entered into the Term Loan Facility dated April 29, 2016 in the amount of $275.0 million , and was amended on November 23, 2016 (see Term Loan Facility Amendments below). The Term Loan Facility is guaranteed by Bidco and each direct and indirect wholly-owned U.S. restricted subsidiary of Landscape. The Term Loan Facility has first lien on Property and equipment, Intangibles, and equity interests of Landscape, and second lien on ABL Facility assets. The final maturity date of the Term Loan Facility is April 29, 2022. Refinancing: On April 29, 2016, the Company refinanced its Prior Term Loan Facility with the Term Loan Facility. The proceeds under the Term Loan Facility were used to repay all $60.3 million of borrowings outstanding under the Prior Term Loan Facility, repay $29.9 million of borrowings outstanding under the ABL Facility, pay a special cash dividend of $176.0 million to existing holders of the Company’s common stock and Redeemable Convertible Preferred Stock (on an as-converted basis) as of April 29, 2016 and pay fees and expenses associated with the refinancing transaction. Term Loan Facility Amendments: On November 23, 2016, the Company amended the Term Loan Facility (the “First Amendment”) to, among other things, (i) add the Tranche B Term Loans under the Term Loan Facility in an aggregate principal amount of $273.6 million and (ii) increase the aggregate principal amount of Tranche B Term Loans under the Term Loan Facility to $298.6 million pursuant to an increase supplement. Proceeds of the Tranche B Term Loans were used to, among other things, (i) repay in full the term loans outstanding under the Existing Term Loans and (ii) repay $21.0 million of borrowings outstanding under the ABL Facility. On May 24, 2017, the Company amended the Term Loan Facility (the “Second Amendment”) to, among other things, add an additional credit facility under the Term Loan Facility consisting of additional term loans (the “Tranche C Term Loans”) in an aggregate principal amount of $299.5 million . Proceeds of the Tranche C Term Loans were used to, among other things, repay in full the Tranche B Term Loans outstanding under the Term Loan Facility immediately prior to effectiveness of the Second Amendment and pay fees and expenses associated with the transaction. On December 12, 2017, the Company amended the Term Loan Facility (the “Third Amendment”) to, among other things, (i) add an additional credit facility under the Term Loan Facility consisting of additional term loans (the “Tranche D Term Loans”) in an aggregate principal amount of $298.0 million and (ii) increase the aggregate principal amount of Tranche D Term Loans under the Term Loan Facility to $350.0 million . Proceeds of the Tranche D Term Loans were used to, among other things, (i) repay in full the Tranche C Term Loans and (ii) repay approximately $50.7 million of borrowings outstanding under the ABL Facility. The Tranche D Term Loans bear interest, at Landscape Holding’s option, at either (i) an adjusted LIBOR rate plus an applicable margin equal to 2.75% or (ii) an alternative base rate plus an applicable margin equal to 1.75% . The other terms of the Tranche D Term Loans are generally the same as the terms applicable to the Existing Term Loans. The interest rate on the outstanding balance of the Term Loan Facility was 4.32% as of December 31, 2017 . The Term Loan Facility contains customary representations and warranties and customary affirmative and negative covenants, which fully restrict retained earnings of the Borrowers. The negative covenants are limited to the following: limitations on indebtedness, restricted payments, restrictive agreements, sales of assets and subsidiary stock, transactions with affiliates, liens, fundamental changes, amendments, lines of business and limitations on certain actions of the parent borrower. The negative covenants are subject to the customary exceptions. The Term Loan Facility is subject to annual mandatory prepayments in an amount equal to 50% of excess cash flow, as defined in the Term Loan Credit Agreement, which information is hereby incorporated by reference, for the applicable fiscal year if the secured leverage ratio is greater than 3.00 to 1.00 . As of December 31, 2017 , the Company is in compliance with all of the Term Loan Facility covenants. During the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 , the Company incurred total interest expenses of $25.2 million , $22.1 million and $11.4 million , respectively, of which $21.8 million , $17.6 million and $6.9 million , respectively, related to interest on the ABL Facility and the Term Loan Facility. The debt issuance costs and discounts are amortized as interest expense over the life of the debt. As a result of the refinancing and amendments of the Term Loan Facility and ABL Facility, unamortized debt issuance costs and discounts in the amount of $0.1 million , $1.7 million and $1.2 million , were written off to expense, and new discounts and debt issuance costs of $2.2 million , $7.0 million and $1.0 million , were capitalized during the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 , respectively. Amortization expense related to debt issuance costs and discounts was $3.0 million , $2.5 million and $3.0 million for the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 , respectively. The remaining $0.3 million , $0.3 million and $0.3 million of interest is primarily related to capital leases, partially offset by purchase accounting adjustments for the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 , respectively. Maturities of long-term debt outstanding, in principal amounts at December 31, 2017 are summarized below (in millions): Fiscal year: 2018 $ 2.6 2019 3.5 2020 131.4 2021 3.5 2022 335.1 Thereafter — Total $ 476.1 Interest Rate Swaps The Company utilizes interest rate swap contracts to reduce its exposure to fluctuations in variable interest rates for future interest payments on its syndicated senior Term Loan Facility. In June 2017, the Company entered into two forward-starting interest rate swap contracts to convert the variable interest rate to a fixed interest rate on portions of the borrowings under the Term Loan Facility. The contracts are scheduled to become effective on March 11, 2019 and terminate on June 11, 2021. The following table provides additional details related to the swap contracts (in millions except fixed interest rate): Fair Value of Hedge Assets Derivatives accounted for as hedges Inception Date Notional Amount Fixed Interest Rate Type of Hedge Balance Sheet Classification December 31, 2017 January 1, 2017 Forward-starting interest rate swap 1 June 30, 2017 $ 58.0 2.1345 % Cash flow Other assets $ 0.2 $ — Forward-starting interest rate swap 2 June 30, 2017 $ 116.0 2.1510 % Cash flow Other assets $ 0.4 $ — The Company recognizes the unrealized gains or unrealized losses as either assets or liabilities at fair value on its Consolidated Balance Sheets. As of December 31, 2017 , the fair value changes of the forward-starting interest rate swaps in the amount of $0.6 million was recorded in Other assets. The Company will recognize any differences between the variable interest rate payments and the fixed interest rate settlements with the swap counterparties as an adjustment to interest expense over the life of the swaps. The Company has designated these swaps as cash flow hedges and records the changes in the estimated fair value of the swaps to Accumulated other comprehensive income (loss) on its Consolidated Balance Sheets. As of December 31, 2017 , the fair value changes of the forward-starting interest rate swaps in the amount of $0.6 million was recorded in Accumulated other comprehensive income (loss) as a component of other comprehensive income (loss). To the extent the interest rate swaps are determined to be ineffective, the Company recognizes the changes in the estimated fair value of the swaps in earnings. For the year ended December 31, 2017 , there was no ineffectiveness recognized in earnings. The net amount of unrealized gain or loss on derivative instruments included in Accumulated other comprehensive income (loss) related to the forward-starting interest rate swap contracts maturing and expected to be realized during the next twelve months was zero as of December 31, 2017 . Failure of the swap counterparties to make payments would result in the loss of any potential benefit to the Company under the swap agreements. In this case, the Company would still be obligated to pay the variable interest payments underlying the debt agreements. Additionally, failure of the swap counterparties would not eliminate the Company’s obligation to continue to make payments under the existing swap agreements if it continues to be in a net pay position. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes In December 2017, the Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted. The 2017 Tax Act includes a number of changes to existing U.S. tax laws that impact the Company, most notably a reduction of the U.S. corporate income tax rate from 35% to 21% , effective as of January 1, 2018. The 2017 Tax Act also provides for a one-time transition tax on certain foreign earnings that were previously deferred, immediate expensing for certain assets placed into service after September 27, 2017, and a Global intangible low-taxed income (“GILTI”) provision which requires U.S. income inclusion of foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The Company recognized the income tax effects of the 2017 Tax Act in its 2017 financial statements in accordance with Staff Accounting Bulletin No. 118 (“SAB 118”), which provides SEC staff guidance for the application of ASC Topic 740, Income Taxes , in the reporting period in which the 2017 Tax Act was signed into law. At December 31, 2017, the Company has not completed its accounting for the tax effects of enactment of the 2017 Tax Act; however, in certain instances, as described below, the Company has made a reasonable estimate (provisional amount) of the effects on its existing deferred tax balances and one-time transition tax. In other cases, the Company has not been able to make a reasonable estimate and continues to account for those items based on the existing accounting under ASC Topic 740, and the provisions of the tax laws that were in effect prior to enactment. For the items which the Company was able to determine a reasonable estimate, a provisional benefit of $3.2 million was recognized, as described below, which is included as a component of income tax expense from continuing operations. In all cases, the Company will continue to make and refine its calculations as additional analysis is completed. Moreover, the Company’s provisional estimates may also be affected as it gains a more thorough understanding of the 2017 Tax Act. Finally, the Company is evaluating whether it will be subject to incremental U.S. tax on GILTI, beginning in 2018, due to expense allocations required under the U.S. foreign tax credit rules. The Company has provisionally elected to account for GILTI tax in the period in which it is incurred, and therefore, has not provided any provisional deferred tax impacts of GILTI in its consolidated financial statements for the year ended December 31, 2017. Provisional amounts Deferred tax assets and liabilities - the Company re-measured certain deferred tax assets and liabilities based on the rates at which these items are expected to reverse in the future, which is 21% . However, the Company is still analyzing certain aspects of the 2017 Tax Act and refining its calculations, which potentially could affect the measurement of these balances or potentially give rise to new deferred tax amounts. The provisional amount recorded related to the re-measurement of the Company’s deferred tax balance was a benefit of $4.5 million . Foreign tax effects - the one-time transition tax is based on the Company’s total post-1986 earnings and profits (“E&P”) that were previously deferred from U.S. income taxes. The Company recorded a provisional amount for the one-time transition tax liability on E&P from its Canadian subsidiary, resulting in an increase in income tax expense of $1.3 million . The Company has not yet completed its calculation of the total post-1986 E&P for the Canadian subsidiary. Further, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when the Company finalizes its calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation, and finalizes the amounts held in cash or other specified assets. Components of net income before taxes were as follows (in millions): For the year For the year For the year U.S. $ 69.2 $ 49.6 $ 47.1 Foreign 3.4 2.3 1.3 Total $ 72.6 $ 51.9 $ 48.4 Components of income tax expense (benefit) were as follows (in millions): For the year For the year For the year Current income tax expense U.S. federal $ 28.7 $ 26.1 $ 21.7 U.S. state and local 4.9 4.5 4.9 Foreign 0.9 0.6 0.4 Total current 34.5 31.2 27.0 Deferred income tax (benefit) expense U.S. federal (15.5 ) (8.9 ) (6.8 ) U.S. state and local (1.0 ) (1.0 ) (0.7 ) Foreign — — — Total deferred (16.5 ) (9.9 ) (7.5 ) Total $ 18.0 $ 21.3 $ 19.5 The Company’s effective tax rate was 24.8% , 41.0% , and 40.3% for the years ended December 31, 2017 , January 1, 2017 , and January 3, 2016 , 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): For the year For the year For the year U.S. federal statutory expense (benefit) $ 25.4 $ 18.2 $ 16.9 State and local income taxes, net 2.0 * 1.9 2.5 Excess tax benefits pursuant to ASU 2016-09 (6.1 ) — — Enactment of 2017 Tax Act - deferred tax re-measurement, net (4.5 ) — — Enactment of 2017 Tax Act - transition tax 1.3 — — Transaction costs 0.4 1.1 — Other, net (0.5 ) 0.1 0.1 Income tax expense (benefit) $ 18.0 $ 21.3 $ 19.5 * Includes excess tax benefits pursuant to ASU 2016-09 of $(0.7) million . Historically, 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 its Canadian subsidiary caused by foreign earnings that are indefinitely reinvested outside the U.S. At December 31, 2017 , unremitted earnings of the Canadian subsidiary have been included in the computation of the transition tax associated with the 2017 Tax Act. The Company remains indefinitely reinvested with respect to its initial investment and any associated potential withholding tax on earnings of its Canadian subsidiary subject to the transition tax, as well as with respect to future earnings that will primarily fund the operations of the subsidiary; however, the Company continues to evaluate its position under SAB 118. 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): December 31, 2017 January 1, 2017 Deferred tax assets: Net operating losses $ 5.2 $ 4.1 Allowance for uncollectible accounts 3.2 4.2 Inventory 2.2 3.1 Reserve for sales bonuses 3.6 4.2 Accrued compensation 2.8 3.1 Stock compensation 2.5 2.5 Rent accrual 1.6 2.1 Environmental reserve 0.6 0.9 Deferred transaction costs 1.8 2.3 Other 1.1 1.8 Total gross deferred tax assets 24.6 28.3 Valuation allowance (5.2 ) (4.1 ) Total net deferred tax assets 19.4 24.2 Deferred tax liabilities: Fixed assets and land (5.8 ) (8.0 ) Intangible assets (16.9 ) (30.3 ) Goodwill (2.5 ) (2.8 ) Deferred financing costs (1.7 ) (2.4 ) Other (0.9 ) (0.7 ) Total deferred tax liabilities (27.8 ) (44.2 ) Net deferred tax liabilities $ (8.4 ) $ (20.0 ) 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 December 31, 2017 and January 1, 2017 , a valuation allowance of $5.2 million and $4.1 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): For the year For the year For the year Beginning balance $ 4.1 $ 4.2 $ 4.6 Increase in valuation allowance 1.1 — — Decrease in valuation allowance — (0.1 ) (0.4 ) Ending balance $ 5.2 $ 4.1 $ 4.2 As of December 31, 2017 , the Company had available tax-effected state NOL carryforwards of approximately $5.2 million that will expire at various dates from 2017 through 2028, if not utilized. The Company recognizes the tax effects of uncertain tax positions only if such positions are 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, income tax in multiple state jurisdictions, and Canadian federal and provincial income tax with respect to its foreign subsidiary. With limited exceptions, years prior to 2009 are no longer open to federal, state and local examination by taxing authorities. As part of the Deere consolidated federal return audit, the Company is currently under audit for federal income tax years 2009 through 2013. 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 | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Following consummation of the secondary offering on July 26, 2017 (as described in Note 1), CD&R and Deere no longer have an ownership interest in the Company. Transactions with customers and entities that were under the common ownership of CD&R and Deere through July 26, 2017 are considered related-party transactions and are discussed below. 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 , $0.5 million and $0.3 million for the period from January 2, 2017 through July 26, 2017 and for the years ended January 1, 2017 , and January 3, 2016 , respectively. In connection with the CD&R Acquisition, the Company 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 approximately $1.3 million and $0.7 million plus expense reimbursement 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. As provided above, TruGreen is no longer a related party as a result of the consummation of the secondary offering on July 26, 2017. Net sales included in the Company’s Consolidated Statement of Operations with TruGreen were $4.3 million for the period from January 2, 2017 through July 26, 2017 and $3.9 million for the year ended January 1, 2017 . Accounts receivable included in the Company’s consolidated balance sheets was $0.4 million as of January 1, 2017 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation : From time to time, the Company is subject to certain claims and lawsuits that have been filed in the ordinary course of business. The Company believes the reasonably possible range of losses for these unresolved legal actions in addition to amounts accrued would not have a material effect on the Company’s assets and liabilities as of December 31, 2017 and January 1, 2017 and revenues, expenses, changes in equity, and cash flows for the years ended December 31, 2017 , January 1, 2017 , and January 3, 2016 . Environmental liability : As part of the sale of LESCO manufacturing assets in 2005, the Company retained the environmental liability associated with those assets. Remediation activities can vary substantially in duration and cost and it is difficult to develop precise estimates of future site remediation costs. The Company estimated in accrued liabilities the undiscounted cost of future remediation efforts to be approximately $3.8 million and $4.0 million as of December 31, 2017 and January 1, 2017 , respectively. As part of the CD&R Acquisition, Deere agreed to pay the first $2.5 million of the liability and cap the Company exposure to approximately $2.4 million . The Company has an indemnification asset against the liability as a result of these actions of $1.4 million and $1.6 million as of December 31, 2017 and January 1, 2017 , respectively. Letter of credit : As of December 31, 2017 and January 1, 2017 , outstanding letters of credit were $4.5 million and $2.9 million respectively. There were no amounts drawn on the letters of credit for either period presented. Purchase commitments : The Company has entered into contracts with various farmers that obligate the Company to purchase certain nursery products and grass seeds. These contracts run through fiscal year 2021. The total future obligation was approximately $58.8 million as of December 31, 2017 with expected payments of approximately $33.1 million , $16.1 million , $8.9 million , $0.7 million and $0.0 million during the years ending December 2018 , 2019 , 2020 , 2021 and 2022 , respectively. The Company’s purchases were approximately $33.7 million , $28.1 million and $20.4 million for the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 , respectively. In addition, the Company has entered into various service commitments and definitive agreements to acquire an entity or group of assets; of which, the maximum total future obligation was approximately $9.4 million as of December 31, 2017 . Operating leases : The Company leases buildings and equipment under certain non-cancelable operating leases that expire in various periods through December 2022. Rent expense under operating leases was approximately $48.2 million , $43.5 million and $37.3 million during the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 , respectively. Certain leases have been subleased to third parties. 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: 2018 $ 46.1 $ (0.1 ) $ 46.0 2019 38.9 (0.1 ) 38.8 2020 30.2 — 30.2 2021 23.5 — 23.5 2022 16.1 — 16.1 Thereafter 72.5 — 72.5 Total minimum lease payments $ 227.3 $ (0.2 ) $ 227.1 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 $0.3 million and $0.0 million at December 31, 2017 and January 1, 2017 , respectively. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2017 | |
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. 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 , the Company classified the Redeemable Convertible Preferred Stock as mezzanine equity because the Redeemable Convertible Preferred Stock contained 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 were 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 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 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 year ended January 1, 2017 , the Company paid the cumulative dividends in cash; and accordingly, no BCF was recognized. The below table summarizes the changes in the carrying value of the Redeemable Convertible Preferred Stock (in millions): Balance as of January 3, 2016 $ 216.8 Shares converted to Common Stock (216.8 ) Balance as of January 1, 2017 — Balance as of December 31, 2017 $ — |
Net Sales by Product
Net Sales by Product | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Net Sales by Product | Net Sales by Product Net Sales from external customers by product category were as follows: For the year For the year For the year Agronomic $ 596.3 $ 567.9 $ 525.1 Irrigation and Outdoor Lighting 621.4 605.9 512.4 Landscape and other 408.0 283.9 233.3 Nursery 236.0 190.5 180.8 $ 1,861.7 $ 1,648.2 $ 1,451.6 Agronomic Net sales include fertilizer and control product categories. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 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 had the right to participate in all distributions declared and paid on the Company’s common stock on an as-converted basis, and was therefore considered a participating security. The Company calculates basic earnings per share using the “two-class” method, and for the years ended January 1, 2017 and January 3, 2016 did not allocate the loss available to common stockholders to the Redeemable Convertible Preferred Stock as those holders did not have a contractual obligation to share in net losses. In periods with income available to common stockholders, the Company would 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. The Company reduced income available to common stockholders and increased loss attributable 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 reduced income available to common stockholders and increased loss attributable to common stockholders for any amortization of beneficial conversion features recorded during each period. See Note 11 for a detailed description of the terms of the Redeemable Convertible Preferred Stock. 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 year ended January 1, 2017. The Company’s computation of diluted earnings (loss) per common share includes the effect of potential common stock, if dilutive. For the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 , the assumed exercises the Company’s employee stock options, RSUs and DSUs 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: December 31, 2017 January 1, 2017 January 3, 2016 Weighted average potential common shares excluded because anti-dilutive Redeemable Convertible Preferred Stock — 9,202,870 23,876,230 Employee Stock Options 13,798 3,160,457 2,836,919 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 2,438,835 , 0 and 0 for the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 , respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 3, 2018, the Company acquired the assets and assumed the liabilities of Pete Rose, Inc. (“Pete Rose”) with one location in Richmond, Virginia. Pete Rose is a market leader in the distribution of natural stone and hardscape material to landscape professionals. On February 12, 2018, the Company acquired the outstanding stock of Atlantic Irrigation Specialties, Inc. and the limited liability company interests of Atlantic Irrigation South, LLC (collectively, “Atlantic”) with 33 locations in 12 states within the Eastern U.S. and two provinces in Eastern Canada. Atlantic is a leader in the distribution of irrigation, lighting, drainage, and landscaping equipment to green industry professionals. The acquisitions are not material and not expected to have a significant impact on the consolidated financial statements. |
Schedule I - SiteOne Landscape
Schedule I - SiteOne Landscape Supply, Inc.’s Condensed Financial Statements | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Schedule I - SiteOne Landscape Supply, Inc.’s Condensed Financial Statements | SiteOne Landscape Supply, Inc. Parent Company Only Condensed Balance Sheets (In millions, except share data) December 31, 2017 January 1, 2017 Assets Investment in wholly owned subsidiary $ 211.8 $ 147.0 Deferred tax asset (Note 3) 1.0 1.8 Total assets $ 212.8 $ 148.8 Liabilities and Stockholders' Equity Total liabilities — — Stockholders' Equity: Common stock, par value $0.01; 1,000,000,000 shares authorized; 39,977,181 and 39,597,532 shares issued, and 39,956,270 and 39,576,621 shares outstanding at December 31, 2017 and January 1, 2017, respectively 0.4 0.4 Additional paid in capital 227.8 219.3 Accumulated deficit (15.1 ) (69.7 ) Accumulated other comprehensive loss $ (0.3 ) $ (1.2 ) Total stockholders' equity 212.8 148.8 Total liabilities and stockholders' equity $ 212.8 $ 148.8 See Notes to Condensed Financial Statements. SiteOne Landscape Supply, Inc. Parent Company Only Condensed Statements of Operations and Comprehensive Income (In millions) For the year For the year For the year January 2, 2017 January 4, 2016 December 29, 2014 to December 31, 2017 to January 1, 2017 to January 3, 2016 Equity in net income of subsidiary $ 54.6 $ 30.6 $ 28.9 Net income before taxes 54.6 30.6 28.9 Net income $ 54.6 $ 30.6 $ 28.9 Other comprehensive income (loss), net of tax 0.9 — (0.8 ) Comprehensive income $ 55.5 $ 30.6 $ 28.1 See Notes to Condensed Financial Statements. SiteOne Landscape Supply, Inc. Parent Company Only Condensed Statements of Cash Flows (In millions) For the year For the year For the year January 2, 2017 January 4, 2016 December 29, 2014 to December 31, 2017 to January 1, 2017 to January 3, 2016 Cash Flows from Operating Activities: Net income $ 54.6 $ 30.6 $ 28.9 Adjustments to reconcile net income to net cash provided by operating activities: Equity in net income of subsidiary (54.6 ) (30.6 ) (28.9 ) Distribution from subsidiary — 49.6 — Net cash provided by operating activities $ — $ 49.6 $ — Cash Flows from Investing Activities: Distribution received from subsidiary — 142.2 — Net cash provided by investing activities $ — $ 142.2 $ — Cash Flows from Financing Activities: Special cash dividend — (176.0 ) — Other dividends paid — (13.0 ) — Other financing activities — (2.8 ) — Net cash used in financing activities $ — $ (191.8 ) $ — Net change in cash and cash equivalents — — — Cash and cash equivalents: Beginning — — — Ending $ — $ — $ — See 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. (“Holdings” or the “Parent”) indirectly owns 100% of the membership interest in SiteOne Landscape Supply Holding, LLC (“Landscape Holding” or “subsidiary”), which it acquired from Deere & Company on December 23, 2013 (the “Closing Date”) in exchange for its common stock initially representing 40% of the outstanding capital stock (on an as-converted basis). In addition, Holdings issued cumulative convertible participating redeemable preferred stock (“Redeemable Convertible Preferred Stock”) to Clayton, Dubilier & Rice, LLC (“CD&R”) initially representing 60% of its remaining outstanding capital stock (on an as-converted basis) (both events collectively referred to herein as the “CD&R Acquisition”). On May 2, 2016, Holdings paid a one-time special cash dividend to all existing stockholders as of April 29, 2016. CD&R 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. On the day prior to the closing of the initial public offering, all of the then-outstanding Redeemable Convertible Preferred Stock converted into shares of common stock, resulting in the issuance by Holdings of an additional 25,303,164 shares of common stock. On December 5, 2016, May 1, 2017 and July 26, 2017, Holdings completed secondary offerings of its common stock in which Deere and CD&R were the sole sellers. Following consummation of the secondary offering on July 26, 2017 , CD&R and Deere no longer have an ownership interest in Holdings. Holdings has no significant operations or assets other than its indirect ownership of the equity of Landscape Holding. Accordingly, the Holdings is dependent upon distributions from Landscape Holding to fund its obligations. However, under the terms of Landscape Holding’s credit agreements governing Landscape Holding’s ABL Facility and Term Loan Facility, Landscape Holding’s ability to pay dividends or lend to Holdings is restricted. Landscape Holding has no obligation to pay dividends to Holdings except to pay specified amounts to Holdings in order to fund the payment of Holdings’ tax obligations. Note 2. Basis of Presentation The accompanying Condensed Parent Only Financial Statements include the amounts of Holdings and its investment in subsidiary since the Closing Date under the equity method, and do not present the financial statements of Holdings 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 Financial Statements and their accompanying Notes to Consolidated Financial Statements. Note 3. Income Taxes With respect to the CD&R Acquisition, $9.8 million of transaction expenses were recorded within the period ended December 29, 2013. Of the $9.8 million of transaction expenses, $3.7 million were not deductible for tax purposes, and the remaining $6.1 million ( $2.2 million tax-effected) were capitalized for tax purposes as a deferred tax asset. During the years end December 31, 2017 and January 1, 2017 , respectively, $0.4 million ( $0.2 million tax-effected) and $0.4 million ( $0.1 million tax-effected) has been amortized, which gives rise to a net operating loss and current tax benefit that offsets the deferred tax expense by the same amount. In December 2017, the Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted. The 2017 Tax Act includes a number of changes to existing U.S. tax laws that impact the Company, most notably a reduction of the U.S. corporate income tax rate from 35% to 21%, effective as of January 1, 2018. As a result, the Company re-measured its deferred tax asset based on the rates at which this item is expected to reverse in the future, which is 21% . The Company recognized the income tax effects of the 2017 Tax Act in its 2017 financial statements in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC Topic 740, Income Taxes , in the reporting period in which the 2017 Tax Act was signed into law. At December 31, 2017, the Company has not completed its accounting for the tax effects of enactment of the 2017 Tax Act; however, the Company has made a reasonable estimate (provisional amount) of the effect on its existing deferred tax asset. The Company is still analyzing certain aspects of the 2017 Tax Act and refining its calculations, which potentially could affect the measurement of this balance or potentially give rise to new deferred tax amounts. The provisional amount recorded related to the re-measurement of our deferred tax asset was an expense of $0.6 million . As of December 31, 2017 , the deferred tax asset related to these transaction expenses has a balance of $1.0 million . |
Nature of Business and Signif23
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of financial statement presentation | Basis of financial statement presentation: SiteOne Landscape Supply, Inc. (hereinafter, collectively with all its consolidated subsidiaries, referred to as the “Company” or individually as “Holdings”) indirectly owns 100% of the membership interest in SiteOne Landscape Supply Holding, LLC (referred to herein as “Landscape Holding”). Landscape Holding is parent and sole owner of SiteOne Landscape Supply, 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. On December 23, 2013 (the “Closing Date”), the Company acquired 100% of the ownership interest in Landscape Holding 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). As part of the same transaction, Landscape Holding also acquired from Deere the affiliated company LESCO, Inc. (“LESCO”). The Company continues to be the sole owner of Landscape Holding. The aforementioned transactions described in this paragraph are referred to herein as the “CD&R Acquisition”. Following consummation of the secondary offering on July 26, 2017, CD&R and Deere no longer have an ownership interest in the Company. 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”). The Consolidated Statements of Operations, Comprehensive income (loss), Equity and Cash Flows for the Company are presented for the fiscal years ended December 31, 2017 , January 1, 2017 and January 3, 2016 . The consolidated financial statements for the 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 Company owns 100% of all subsidiaries presented in these financial statements. All intercompany balances and transactions have been eliminated in consolidation. |
Use of estimates in the preparation of financial statements | Use of estimates in the preparation of financial statements : The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those 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 year ended December 31, 2017 includes 52 weeks. The year ended January 1, 2017 includes 52 weeks. The year ended January 3, 2016 includes 53 weeks. |
Cash and cash equivalents | Cash and cash equivalents : Cash and cash equivalents include primarily cash on deposit with banks which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts. Cash and cash equivalents also include unsettled credit card transactions. |
Accounts receivables | Accounts receivable : The Company carries accounts receivable at the original invoice amount less any charge-offs and the allowance for credit losses and doubtful accounts. Allowances for credit losses and doubtful accounts are maintained in amounts considered to be appropriate in relation to the receivables outstanding based on collection experience, economic conditions and credit risk quality. Receivables are written-off to the allowance when an account is considered uncollectible. |
Inventory | Inventory : The majority of the Company’s inventories are valued at the lower of cost or net realizable value, with cost determined by the first-in, first-out (“FIFO”) method. Inventory is primarily considered to be finished goods. The Company establishes a reserve for excess, slow-moving, and obsolete inventory that is equal to the difference between the cost and estimated net realizable value for that inventory. These reserves are based on a review of planned and historical sales. |
Property and equipment, net | Property and equipment, net : Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed on property and equipment using the straight-line method over the estimated useful lives of the assets, as noted below. Leasehold improvements are depreciated over the lesser of their estimated useful lives or the remaining lease terms. Depreciation on property and equipment under capital lease is included in depreciation expense. Expenditures for replacement or major renewals of significant items are capitalized. Expenditures for maintenance, repairs and minor renewals are generally charged to expense as incurred. |
Acquisitions | Acquisitions : When the Company acquires a controlling financial interest in an entity or group of assets that are determined to meet the definition of a business, the acquisition method described in ASC Topic 805, Business Combinations, is applied. The Company allocates the purchase consideration paid to acquire the business to the assets and liabilities acquired based on 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. If during the measurement period (a period not to exceed 12 months from the acquisition date) the Company receives additional information that existed as of the acquisition date but at the time of the original allocation described above was unknown, the Company makes the appropriate adjustment to the purchase price allocation in the reporting period in which the adjustment is identified. |
Goodwill impairment | Goodwill impairment : Goodwill represents the acquired fair value of a business in excess of the fair values of tangible and identified intangible assets acquired and liabilities assumed. The Company tests goodwill on an annual basis as of July fiscal month end and additionally if an event occurs or circumstances change that would indicate the carrying amount may be impaired. Examples of such indicators include a significant change in the business climate, unexpected competition, loss of key personnel or a decline in the Company’s market capitalization below the Company’s net book value. The Company performs impairment assessments at the reporting unit level, which is defined as an operating segment or one level below an operating segment, also known as a component. |
Intangible assets, net | Intangible assets, net : Intangible assets include customer relationships, and trademarks and other, acquired through acquisitions. Intangibles assets with finite useful lives are amortized on an accelerated method or a straight-line of amortization over their estimated useful lives. An accelerated amortization method reflecting the pattern in which the asset will be consumed is utilized if that pattern can be reliably determined. If that pattern cannot be reliably determined, a straight-line amortization method is used. The Company considers the period of expected cash flows and underlying data used to measure the fair value of the intangible assets when selecting a useful life. |
Fair value measurement | Fair value measurement : Fair value is defined as an exit price, representing an amount that would be received to sell an asset or the amount paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The inputs used to measure fair value are prioritized into the following three-tiered value hierarchy: • Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2: Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or inputs, other than quoted prices in active markets, which are observable either directly or indirectly. • Level 3: Unobservable inputs for which there is little or no market data. The hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The classification of fair value measurement within the hierarchy is based upon the lowest level of input that is significant to the measurement. The Company’s financial instruments consist of cash and cash equivalents, accounts receivables, forward-starting interest rate swap contracts and long-term debt. The variable interest rate on the long-term debt is reflective of current market borrowing rates. As such, the Company has determined that the carrying value of these financial instruments approximates fair value. |
Revenue recognition | Revenue recognition : The Company recognize revenue when the following four basic criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. Sales of products are recorded when the sales price is determinable and the risks and rewards of ownership are transferred to independent parties. This transfer occurs primarily when goods are picked up by a customer at the branch or when goods are delivered to a customer location. In all cases, when a sale is recorded by the Company, no significant uncertainty exists surrounding the purchaser’s obligation to pay. Returns are estimated and accrued at the time a sale is recognized. The Company makes appropriate provisions based on experience for costs such as doubtful receivables and sales incentives. The Company also has entered into agency agreements with certain of its suppliers whereby the Company operates as a sales agent of those suppliers. The suppliers retain title to their merchandise until it is sold by the Company and determine the prices at which the Company can sell the suppliers’ merchandise. As such, the Company recognizes these agency sales on a net basis and records only the product margin as commission revenue within Net sales. |
Sales incentives | Sales incentives : The Company offers certain customers rebates which are accrued based on sales volumes. In addition, the Company offers a points-based reward program whereby reward points can be redeemed for merchandise or credit on account (such as gift cards or vacation trips). The Company accrues a liability for this program based on sales volumes and an estimate of points that will be redeemed before expiration. Liabilities for these sales incentives are included in Accrued Liabilities. |
Sales taxes | Sales taxes : The Company collects and remits taxes assessed by different governmental authorities that are both imposed on and concurrent with revenue producing transactions between the Company and its customers. These taxes may include sales, use, value-added and some excise taxes. The Company reports the collection of these taxes on a net basis (excluded from sales). |
Cost of goods sold | Cost of goods sold : Cost of goods sold includes all inventory costs, such as purchase price from suppliers, net of any rebates received, as well as inbound freight and handling, and other costs associated with the inventory and is exclusive of the cost to deliver the products to customers. |
Shipping and handling costs | Shipping and handling costs : Shipping and handling costs associated with inbound freight are included in Cost of goods sold. |
Warranty reserves | Warranty Reserves: Provisions for estimated warranty costs for the return of nursery product are provided for in the same period the related sales are recorded. The Company offers product warranties on selected nursery items. The warranty reserve is based on historical and current trends. |
Advertising costs | Advertising costs are charged to expense as incurred and were approximately $2.1 million , $0.9 million , and $0.4 million , during the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 , respectively. |
Stock-based compensation | Stock-based compensation : The Company applies the fair value method to recognize compensation expense for stock-based awards. Using this method, the estimated grant-date fair value of the award is recognized on a straight-line basis over the requisite service period based on the portion of the award that is expected to vest. Stock-based compensation expense for restricted stock units is measured based on the fair value of the Company’s common stock on the grant date. The Company utilizes the Black-Scholes option pricing model to estimate the grant-date fair value of option awards. The exercise price of option awards is set to equal the estimated fair value of the common stock at the date of the grant. The following weighted-average assumptions are also used to calculate the estimated fair value of option awards: • Expected volatility: The expected volatility of the Company’s shares is estimated using the historical stock price volatility over the most recent period commensurate with the estimated expected term of the awards. • Expected term: For employee stock option awards, the Company determines the weighted average expected term equal to the weighted period between the vesting period and the contract life of all outstanding options. • Dividend yield: The Company has not paid dividends and does not anticipate paying a cash dividend in the foreseeable future and, accordingly, uses an expected dividend yield of zero . • Risk-free interest rate: The Company bases the risk-free interest rate on the implied yield available on a U.S. Treasury note with a term equal to the estimated expected term of the awards. |
Other income | Other income : Other income consists primarily of financing charges and net gain/loss on sale of assets. |
Income taxes | Income taxes : The Company files a consolidated federal income tax return and files both combined or unitary state income tax returns as well as separate state income tax returns in certain jurisdictions. 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. In December 2017, the Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted. The 2017 Tax Act includes a number of changes to existing U.S. tax laws that impact the Company, most notably a reduction of the U.S. corporate income tax rate from 35% to 21%, which required the Company to re-measure certain deferred tax assets and liabilities in the reporting period in which the 2017 Tax Act was signed into law, a one-time transition tax on certain foreign earnings that were previously deferred, and immediate expensing for certain assets placed into service after September 27, 2017. The Company recognized the income tax effects of the 2017 Tax Act in its 2017 financial statements in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC Topic 740, Income Taxes . At December 31, 2017, the Company has not completed its accounting for the tax effects of enactment of the 2017 Tax Act. In certain instances, however, the Company has made a reasonable estimate (provisional amount) of the effects with respect to existing deferred tax balances and the one-time transition tax. In other cases, the Company has not been able to make a reasonable estimate and continues to account for those items based on existing accounting under ASC Topic 740, and the provisions of the tax laws that were in effect prior to enactment. In all cases, the Company will continue to make and refine its calculations as additional analysis is completed, and provisional estimates may also be affected as the Company gains a more thorough understanding of the 2017 Tax Act. See Note 8 for further information pertaining to income taxes. |
Foreign currency translation | Foreign currency translation : The functional currency for the Company’s Canadian operations is the Canadian dollar, the local currency. The assets and liabilities of these operations are translated into U.S. dollars at the end of the period exchange rates. The revenues and expenses are translated at average exchange rates for the period. The gains or losses from these translations are recorded in other comprehensive income (loss). Gains or losses recognized on transactions denominated in a currency other than the functional currency are included in net income (loss). |
Beneficial conversion features | Beneficial conversion features : The Company had issued Redeemable Convertible Preferred Stock with dividends that were paid-in-kind during the years ended January 3, 2016 and December 28, 2014. The Company recorded paid-in-kind dividends at carrying value on the issuance date. The paid-in-kind dividends in the form of Redeemable Convertible Preferred Stock contained the same conversion rate as the Redeemable Convertible Preferred Stock issued on the Closing Date. For certain Redeemable Convertible Preferred Stock issued as dividends paid-in-kind, the stated conversion price was determined to be less than the common stock price as of the dividend payment date resulting in the recognition of a beneficial conversion feature (“BCF”) in additional paid-in capital. Since the Redeemable Convertible Preferred Stock did not have a fixed or determinable redemption date and was readily convertible at any time, the Company immediately amortized any BCF recognized through retained earnings. The Redeemable Convertible Preferred Stock converted to common stock in accordance to its terms on May 16, 2016. |
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”) 2015-16, Business Combinations , an update to the existing guidance under the Business Combinations topic. This update simplifies the accounting for measurement-period adjustments. The amendments in this update require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This update will be effective for all annual and interim periods beginning after December 15, 2015. The amendments in this update should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this update with earlier application permitted for financial statements that have not been issued. The adoption of this update did not have a material impact on the Company’s consolidated financial statements . In July 2015, the FASB issued ASU 2015-11, “ Inventory (Topic 330): Simplifying the Measurement of Inventory” (“ASU 2015-11”), which requires entities to measure inventory at the lower of cost or net realizable value rather than at the lower of cost or market. Net realizable value is defined as the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. The Company adopted ASU 2015-11 when it became effective in the first quarter of the 2017 Fiscal Year. The adoption of ASU 2015-11 did not have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “ Compensation-Stock Compensation (Topic 718): 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. The Company adopted ASU 2016-09 when it became effective in the first quarter of the 2017 Fiscal Year on a prospective basis and as such, the Company’s prior year presentation has not changed. The primary impact of the adoption was the recognition of excess tax benefits as a reduction of Income tax expense on the Company’s Consolidated Statements of Operations. As a result, excess tax benefits of $6.8 million were recognized as a reduction of Income tax expense for the year ended December 31, 2017 . Historically, these amounts were recorded as Additional paid-in capital in Stockholders’ equity on the Company’s Consolidated Balance Sheets. The Company also elected to adopt the cash flow presentation of the excess tax benefits prospectively commencing in the first quarter of 2017. The Company now presents excess tax benefits or tax deficiencies within operating cash flows versus financing activities on the Consolidated Statements of Cash Flows. Another impact of the adoption is that the calculation of the effect of dilutive securities now excludes any derived excess tax benefits or deficiencies from assumed future proceeds, resulting in an increase in diluted weighted average shares outstanding. Additionally, the Company elected to account for forfeitures of share-based payments as they occur and there was no material financial impact as a result. None of the other provisions in ASU 2016-09 had a material impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “ Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge (also known as Step 2 under the current guidance). Rather, the measurement of a goodwill impairment charge will be based on the excess of a reporting unit’s carrying value over its fair value (Step 1 under the current guidance). ASU 2017-04 will be effective for annual and interim goodwill impairment tests performed in periods beginning after December 15, 2019 and should be applied prospectively. Early adoption is permitted for annual and interim goodwill impairment tests beginning after January 1, 2017. The Company adopted ASU 2017-04 in July 2017 with its annual goodwill impairment test. The adoption of ASU 2017-04 did not have a material impact on the Company’s consolidated financial statements and related disclosures. In August 2017, the FASB issued ASU 2017-12, “ Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ” (“ASU 2017-12”), which seeks to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. Additionally, ASU 2017-12 makes certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP based on the feedback received from preparers, auditors, users, and other stakeholders. ASU 2017-12 adds new disclosure requirements, amends existing ones and removes the requirement for entities to disclose amounts of hedge ineffectiveness. In addition, an entity must now provide tabular disclosures about: both (i) the total amounts reported in the statement of financial performance for each income and expense line item that is affected by fair value or cash flow hedging and (ii) the effects of hedging on those line items; and the carrying amounts and cumulative basis adjustments of items designated and qualifying as hedged items in fair value hedges. Early adoption is permitted in any interim period after issuance of ASU 2017-12. The Company adopted ASU 2017-12 in the third quarter of the 2017 Fiscal Year. The adoption of ASU 2017-12 did not have a material impact on the Company’s consolidated financial statements. Accounting Pronouncements Issued But Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which amends existing revenue recognition standards and establishes a new Accounting Standards Codification (“ASC”) Topic 606. The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for these goods or services. The Company has concluded that it will have substantially similar performance obligations under the amended guidance as compared with deliverables and units of account currently being recognized. Additionally, the Company has made policy elections within the amended standard that are consistent with its current accounting. The Company has evaluated the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures and controls. Based on its assessment, the Company has determined that the adoption of ASU 2014-09 will result in additional revenue recognition disclosures, and will have an immaterial impact on the timing of revenue recognition related to its incentive programs. The Company also evaluated other considerations within the guidance and concluded that there are no additional changes required with adopting ASU 2014-09. The Company will adopt ASU 2014-09 in the first quarter of 2018 using the modified retrospective transition method. In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842)” (“ASU 2016-02”) , which amends the guidance for recognition, measurement, presentation and disclosures of lease arrangements and establishes a new ASC Topic 842. The amended standard will require recognition on the balance sheet for all leases with terms longer than 12 months as a lease liability and as a right-of-use asset. The lease liability is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and the right-of-use asset is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. 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. ASU 2016-02 is effective for the Company commencing in the first quarter of fiscal year 2019. The Company is currently evaluating the amended guidance and the impact on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments - Credit Losses (Topic 326) - 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 the Company commencing in the first quarter of fiscal year 2020. The guidance must be applied using a cumulative-effect transition method. The Company is currently evaluating the amended guidance and the impact on its consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), to provide clarification on cash flow classification related to eight specific issues including debt prepayment or debt extinguishment costs and contingent consideration payments made after a business combination. The guidance in ASU 2016-15 should be applied using a retrospective transition method to each period presented. ASU 2016-15 becomes effective for the Company in the first quarter of fiscal year 2018. The Company is currently evaluating the amended guidance and the impact on its consolidated financial statements and related disclosures. In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory” (“ASU 2016-16”), which amends existing guidance to require entities to recognize income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 will be effective for the Company commencing in the first quarter of fiscal year 2018 using a modified retrospective method. The Company is currently evaluating the impact of this amended guidance; however, the provisions of ASU 2016-16 are not expected to have a significant impact on the Company’s consolidated financial statements and related disclosures. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”), which requires restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Transfers between cash and cash equivalents and restricted cash or restricted cash equivalents are not reported as cash flow activities in the statement of cash flows. ASU 2016-18 will be effective for the Company in the first quarter of fiscal year 2018, using a retrospective transition method. The Company is currently evaluating the amended guidance and the impact on its consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, “ Business Combinations (Topic 805): Clarifying the Definition of a Business ” (“ASU 2017-01”), to clarify the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or businesses. ASU 2017-01 provides a screen to determine when an integrated set of assets and activities (collectively a “set”) is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. If the screen is not met, ASU 2017-01 requires that to be considered a business, a set must include an input and a substantive process that together significantly contribute to the ability to create output. ASU 2017-01 will be effective for the Company in the first quarter of fiscal year 2018, and should be applied prospectively. The Company is currently evaluating the amended guidance; however, the provisions of ASU 2017-01 are not expected to have a material impact on the Company's consolidated financial statements and related disclosures. In May 2017, the FASB issued ASU 2017-09, “ Compensation-Stock Compensation (Topic 718) - Scope of Modification” (“ASU 2017-09”), which provides clarity and reduces both diversity in practice and cost and complexity when applying the guidance in Topic 718 when there are changes to the terms or conditions of a share-based payment award. The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU 2017-09 will be effective for the Company in the first quarter of fiscal year 2018 on a prospective basis. The Company is currently evaluating the amended guidance and the impact on its consolidated financial statements and related disclosures. |
Nature of Business and Signif24
Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Activity in the Allowance for Doubtful Accounts | Activity in the allowance for doubtful accounts for the periods was as follows (in millions): For the year For the year For the year Beginning balance $ 4.3 $ 3.6 $ 3.0 Provision (reduction) for allowance 2.0 1.1 1.0 Write-offs, net of recoveries (1.6 ) (0.4 ) (0.4 ) Ending balance $ 4.7 $ 4.3 $ 3.6 |
Summary of Property, Plant and Equipment, Useful Life | Asset Class Estimated Useful Life Buildings and improvements 20 years Branch equipment 2 to 12 years Furniture and fixtures 2 to 12 years Auto and truck 2 to 6 years Tooling 7 years Leasehold improvements Shorter of the estimated useful life or the term of the lease, considering renewal options expected to be exercised. Property and equipment consisted of the following (in millions): December 31, 2017 January 1, 2017 Land $ 14.5 $ 14.5 Buildings and leasehold improvements: Buildings 8.6 8.6 Leasehold improvements 17.0 14.0 Branch equipment 24.8 17.6 Office furniture and fixtures and vehicles: Office furniture and fixtures 14.6 11.1 Vehicles 44.2 36.1 Tooling 0.1 1.0 Construction in process 3.0 3.3 Total Property and equipment, gross 126.8 106.2 Less: accumulated depreciation 51.3 36.4 Total Property and equipment, net $ 75.5 $ 69.8 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarized the adjusted aggregate fair values of the assets acquired and liabilities assumed at the acquisition date of February 27, 2015 and subsequent adjustments. 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): (In millions, except for per share data) January 3, 2016 Net sales $ 1,459.1 Net loss available to SiteOne common shareholders $ (17.6 ) Net loss per share of common stock attributable to SiteOne - diluted $ (1.24 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Asset Class Estimated Useful Life Buildings and improvements 20 years Branch equipment 2 to 12 years Furniture and fixtures 2 to 12 years Auto and truck 2 to 6 years Tooling 7 years Leasehold improvements Shorter of the estimated useful life or the term of the lease, considering renewal options expected to be exercised. Property and equipment consisted of the following (in millions): December 31, 2017 January 1, 2017 Land $ 14.5 $ 14.5 Buildings and leasehold improvements: Buildings 8.6 8.6 Leasehold improvements 17.0 14.0 Branch equipment 24.8 17.6 Office furniture and fixtures and vehicles: Office furniture and fixtures 14.6 11.1 Vehicles 44.2 36.1 Tooling 0.1 1.0 Construction in process 3.0 3.3 Total Property and equipment, gross 126.8 106.2 Less: accumulated depreciation 51.3 36.4 Total Property and equipment, net $ 75.5 $ 69.8 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2017 and January 1, 2017 are as follows (in millions): For the year For the year Beginning balance $ 70.8 $ 48.0 Goodwill acquired during the year 35.9 22.4 Goodwill adjusted during the year (0.2 ) 0.4 Ending balance $ 106.5 $ 70.8 |
Summary of Components of Intangible Assets | The following table summarizes the components of intangible assets (in millions): December 31, 2017 January 1, 2017 Weighted Average Remaining Useful Life (in Years) Amount Accumulated Net Amount Accumulated Net Customer relationships 17.4 years $ 178.5 $ 70.2 $ 108.3 $ 147.7 $ 47.5 $ 100.2 Trademarks and other 4.5 years 7.7 3.2 $ 4.5 5.0 1.9 3.1 Total intangibles $ 186.2 $ 73.4 $ 112.8 $ 152.7 $ 49.4 $ 103.3 |
Schedule of Future Amortization Expense | Total future amortization estimated as of December 31, 2017 , is as follows (in millions): Fiscal year ending: 2018 $ 22.0 2019 17.8 2020 14.7 2021 12.1 2022 9.9 Thereafter 36.3 Total future amortization $ 112.8 |
Capital Leases (Tables)
Capital Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Schedule of Capital Leases Consisting of Vehicle Leases | Capital leases, consisting of vehicle leases, included the following (in millions except payment information): December 31, 2017 January 1, 2017 Capital lease obligations with rates ranging from 2.0% to 4.0% maturing through October 2022; with current monthly payments of approximately $0.5 million $ 11.7 $ 11.0 Less current maturities 4.9 4.3 Total Capital leases, less current portion $ 6.8 $ 6.7 |
Schedule of Future Minimum Lease Payments Under Capital Leases | Future minimum lease payments under capital leases are due as follows (in millions): Fiscal year: 2018 $ 5.3 2019 3.1 2020 2.1 2021 1.6 2022 and Thereafter 0.3 Total minimum lease payments 12.4 Less amounts representing interest 0.7 Present value of future minimum lease payments $ 11.7 |
Employee Benefit and Stock In29
Employee Benefit and Stock Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Schedule of Stock Option Valuation Assumptions | The estimated grant-date fair value of stock options was calculated using the Black-Scholes option-pricing model, based on the following weighted-average assumptions: December 31, 2017 January 1, 2017 January 3, 2016 Risk-free interest rate 2.11% 1.43% 1.87% Expected dividends — — — Expected volatility 30% 30% 36% Expected term (in years) 6.25 6.25 6.50 |
Summary of Stock Option Activity | The following table summarizes the information about stock options as of and for the years ended December 31, 2017 and January 1, 2017 : Number of Weighted Weighted Average Aggregate Outstanding as of January 4, 2016 3,060.2 $ 10.05 8.74 Granted 224.0 27.54 Exercised (34.4 ) 6.57 Expired or forfeited (87.2 ) 7.47 Outstanding as of January 1, 2017 3,162.6 $ 7.98 7.86 $ 84.6 Granted 400.4 40.28 Exercised (355.8 ) 7.52 Expired or forfeited (53.3 ) 11.83 Outstanding as of December 31, 2017 3,153.9 $ 12.07 7.13 $ 203.8 Exercisable as of December 31, 2017 1,655.3 6.50 6.63 116.2 Unvested and expected to vest after December 31, 2017 1,498.6 $ 18.22 7.67 $ 87.6 |
Summary of Information About RSUs | The following table summarizes the information about RSUs as of and for the years ended December 31, 2017 and January 1, 2017 : Number of Weighted Average Outstanding as of January 1, 2017 19.0 $ 27.40 Granted 49.3 40.35 Vested (4.7 ) 27.41 Expired or forfeited (0.4 ) 38.73 Outstanding as of December 31, 2017 63.2 $ 37.45 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt was as follows (in millions): December 31, 2017 January 1, 2017 ABL facility $ 127.0 $ 91.0 Term loan facility 349.1 297.9 Total gross long-term debt 476.1 388.9 Less: unamortized debt issuance costs and discounts on debt (12.5 ) (13.4 ) Total debt $ 463.6 $ 375.5 Less: current portion (3.5 ) (3.0 ) Total long-term debt $ 460.1 $ 372.5 |
Schedule of Maturities of Long-term Debt Outstanding | Maturities of long-term debt outstanding, in principal amounts at December 31, 2017 are summarized below (in millions): Fiscal year: 2018 $ 2.6 2019 3.5 2020 131.4 2021 3.5 2022 335.1 Thereafter — Total $ 476.1 |
Schedule of Details Related to Swap Contracts | The following table provides additional details related to the swap contracts (in millions except fixed interest rate): Fair Value of Hedge Assets Derivatives accounted for as hedges Inception Date Notional Amount Fixed Interest Rate Type of Hedge Balance Sheet Classification December 31, 2017 January 1, 2017 Forward-starting interest rate swap 1 June 30, 2017 $ 58.0 2.1345 % Cash flow Other assets $ 0.2 $ — Forward-starting interest rate swap 2 June 30, 2017 $ 116.0 2.1510 % Cash flow Other assets $ 0.4 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of Net Income (Loss) Before Taxes | Components of net income before taxes were as follows (in millions): For the year For the year For the year U.S. $ 69.2 $ 49.6 $ 47.1 Foreign 3.4 2.3 1.3 Total $ 72.6 $ 51.9 $ 48.4 |
Components of Income Tax Expense (Benefit) | Components of income tax expense (benefit) were as follows (in millions): For the year For the year For the year Current income tax expense U.S. federal $ 28.7 $ 26.1 $ 21.7 U.S. state and local 4.9 4.5 4.9 Foreign 0.9 0.6 0.4 Total current 34.5 31.2 27.0 Deferred income tax (benefit) expense U.S. federal (15.5 ) (8.9 ) (6.8 ) U.S. state and local (1.0 ) (1.0 ) (0.7 ) Foreign — — — Total deferred (16.5 ) (9.9 ) (7.5 ) Total $ 18.0 $ 21.3 $ 19.5 |
Reconciliation of 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): For the year For the year For the year U.S. federal statutory expense (benefit) $ 25.4 $ 18.2 $ 16.9 State and local income taxes, net 2.0 * 1.9 2.5 Excess tax benefits pursuant to ASU 2016-09 (6.1 ) — — Enactment of 2017 Tax Act - deferred tax re-measurement, net (4.5 ) — — Enactment of 2017 Tax Act - transition tax 1.3 — — Transaction costs 0.4 1.1 — Other, net (0.5 ) 0.1 0.1 Income tax expense (benefit) $ 18.0 $ 21.3 $ 19.5 * Includes excess tax benefits pursuant to ASU 2016-09 of $(0.7) million . |
Significant Components of Deferred Income Taxes | The significant components of deferred income taxes are as follows (in millions): December 31, 2017 January 1, 2017 Deferred tax assets: Net operating losses $ 5.2 $ 4.1 Allowance for uncollectible accounts 3.2 4.2 Inventory 2.2 3.1 Reserve for sales bonuses 3.6 4.2 Accrued compensation 2.8 3.1 Stock compensation 2.5 2.5 Rent accrual 1.6 2.1 Environmental reserve 0.6 0.9 Deferred transaction costs 1.8 2.3 Other 1.1 1.8 Total gross deferred tax assets 24.6 28.3 Valuation allowance (5.2 ) (4.1 ) Total net deferred tax assets 19.4 24.2 Deferred tax liabilities: Fixed assets and land (5.8 ) (8.0 ) Intangible assets (16.9 ) (30.3 ) Goodwill (2.5 ) (2.8 ) Deferred financing costs (1.7 ) (2.4 ) Other (0.9 ) (0.7 ) Total deferred tax liabilities (27.8 ) (44.2 ) Net deferred tax liabilities $ (8.4 ) $ (20.0 ) |
Activity Within the Tax Valuation Allowance | Activity within the tax valuation allowance for the periods was as follows (in millions): For the year For the year For the year Beginning balance $ 4.1 $ 4.2 $ 4.6 Increase in valuation allowance 1.1 — — Decrease in valuation allowance — (0.1 ) (0.4 ) Ending balance $ 5.2 $ 4.1 $ 4.2 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-cancelable Operating leases, Net of Sublease Income | 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: 2018 $ 46.1 $ (0.1 ) $ 46.0 2019 38.9 (0.1 ) 38.8 2020 30.2 — 30.2 2021 23.5 — 23.5 2022 16.1 — 16.1 Thereafter 72.5 — 72.5 Total minimum lease payments $ 227.3 $ (0.2 ) $ 227.1 |
Redeemable Convertible Prefer33
Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Changes in the Carrying Value of the 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 January 3, 2016 $ 216.8 Shares converted to Common Stock (216.8 ) Balance as of January 1, 2017 — Balance as of December 31, 2017 $ — |
Net Sales by Product (Tables)
Net Sales by Product (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Net Sales From External Customers by Product Category | Net Sales from external customers by product category were as follows: For the year For the year For the year Agronomic $ 596.3 $ 567.9 $ 525.1 Irrigation and Outdoor Lighting 621.4 605.9 512.4 Landscape and other 408.0 283.9 233.3 Nursery 236.0 190.5 180.8 $ 1,861.7 $ 1,648.2 $ 1,451.6 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 , the assumed exercises the Company’s employee stock options, RSUs and DSUs 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: December 31, 2017 January 1, 2017 January 3, 2016 Weighted average potential common shares excluded because anti-dilutive Redeemable Convertible Preferred Stock — 9,202,870 23,876,230 Employee Stock Options 13,798 3,160,457 2,836,919 |
Nature of Business and Signif36
Nature of Business and Significant Accounting Policies - Additional Information (Details) | Apr. 29, 2016 | Dec. 31, 2017USD ($)store | Jan. 01, 2017USD ($) | Jan. 03, 2016USD ($) |
Concentration Risk [Line Items] | ||||
Number of stores (over) | store | 475 | |||
Reserve for obsolete and excess inventory | $ 5,100,000 | $ 4,800,000 | ||
Goodwill impairment | 0 | 0 | $ 0 | |
Warranty reserve | 500,000 | 400,000 | ||
Advertising costs | 2,100,000 | 900,000 | 400,000 | |
Impairment of long-lived assets | 0 | 0 | 0 | |
Excess tax benefits recognized as a reduction of income tax expense | $ 6,100,000 | $ 0 | $ 0 | |
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] | ||||
Stock split | 11.6181 | |||
Employee Stock Options | ||||
Concentration Risk [Line Items] | ||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
Accounting Standards Update 2016-09 | ||||
Concentration Risk [Line Items] | ||||
Excess tax benefits recognized as a reduction of income tax expense | $ 6,800,000 |
Nature of Business and Signif37
Nature of Business and Significant Accounting Policies - Refinancing and Amendments of Term Loan and Special Cash Dividend (Details) - USD ($) | Dec. 12, 2017 | Nov. 23, 2016 | May 16, 2016 | May 02, 2016 | Apr. 29, 2016 | Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | May 24, 2017 |
Debt Instrument [Line Items] | |||||||||
Repayments of asset-based credit facility | $ 350,400,000 | $ 392,500,000 | $ 310,400,000 | ||||||
Special cash dividend | $ 176,000,000 | 0 | 176,000,000 | 0 | |||||
Special cash dividend paid to preferred stockholders | $ 0 | $ 112,400,000 | $ 0 | ||||||
Payments to offset dilutive impact of special cash dividend | 2,800,000 | ||||||||
Term loan facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount of loan | $ 350,000,000 | $ 275,000,000 | |||||||
Repayment of borrowings outstanding | 60,300,000 | ||||||||
Special cash dividend | 176,000,000 | ||||||||
ABL facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of asset-based credit facility | 50,700,000 | $ 21,000,000 | $ 29,900,000 | ||||||
Redeemable Convertible Preferred Stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Special cash dividend | $ 112,400,000 | ||||||||
Common stock | IPO | |||||||||
Debt Instrument [Line Items] | |||||||||
Shares of common stock issued as a result of conversion of stock (shares) | 25,303,164 | ||||||||
Tranche B Term Loans | Term loan facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount of loan | 273,600,000 | ||||||||
Face amount of loan including increase supplement | $ 298,600,000 | ||||||||
Tranche C Term Loans | Term loan facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount of loan | $ 299,500,000 | ||||||||
Tranche D Term Loans | Term loan facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount of loan | $ 298,000,000 |
Nature of Business and Signif38
Nature of Business and Significant Accounting Policies - Initial Public Offering and Secondary Offerings (Details) - $ / shares | Jul. 20, 2017 | May 01, 2017 | Dec. 05, 2016 | May 17, 2016 | Jul. 26, 2017 |
IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Offering price (in dollars per share) | $ 21 | ||||
Shares issued in public offering (shares) | 10,000,000 | ||||
Over-Allotment Option for Underwriters | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued in public offering (shares) | 1,350,000 | 1,500,000 | |||
Secondary Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Offering price (in dollars per share) | $ 33 | ||||
Shares issued in public offering (shares) | 9,000,000 | ||||
Common stock | Over-Allotment Option for Underwriters | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued in public offering (shares) | 1,500,000 | ||||
Common stock | Secondary Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Offering price (in dollars per share) | $ 47.50 | $ 51.63 | |||
Shares issued in public offering (shares) | 5,437,502 | 10,000,000 |
Nature of Business and Signif39
Nature of Business and Significant Accounting Policies - Basis of Financial Statement Presentation (Details) - USD ($) $ in Millions | Dec. 23, 2013 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||
Percentage of ownership | 100.00% | |
SiteOne Landscape Supply Holding, LLC | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 100.00% | |
CD&R | ||
Business Acquisition [Line Items] | ||
Ownership interest acquired | 100.00% | |
Cash consideration | $ 314 | |
CD&R | Common stock | ||
Business Acquisition [Line Items] | ||
Equity interest issued, percentage of outstanding stock | 40.00% | |
Redeemable Convertible Preferred Stock | CD&R | ||
Business Acquisition [Line Items] | ||
Equity interest issued, percentage of outstanding stock | 60.00% | |
Equity interest issued, value | $ 174 |
Nature of Business and Signif40
Nature of Business and Significant Accounting Policies - Activity in the Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Allowance for doubtful accounts, beginning balance | $ 4.3 | $ 3.6 | $ 3 |
Provision (reduction) for allowance | 2 | 1.1 | 1 |
Write-offs, net of recoveries | (1.6) | (0.4) | (0.4) |
Allowance for doubtful accounts, ending balance | $ 4.7 | $ 4.3 | $ 3.6 |
Nature of Business and Signif41
Nature of Business and Significant Accounting Policies - Property, Plant and Equipment, Net (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Buildings and improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 20 years |
Branch equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
Branch equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 12 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 12 years |
Auto and truck | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
Auto and truck | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 6 years |
Tooling | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | Feb. 27, 2015USD ($) | Dec. 31, 2017USD ($)store | Jan. 01, 2017USD ($) | Jan. 03, 2016USD ($) | Oct. 31, 2017location | Sep. 30, 2017location | Aug. 31, 2017location | May 31, 2017location | Mar. 31, 2017location | Feb. 28, 2017location | Jan. 31, 2017location | Dec. 31, 2016location | Nov. 30, 2016location | Sep. 30, 2016location | Aug. 31, 2016location | Apr. 30, 2016location | Jan. 31, 2016location | Aug. 31, 2015location | May 31, 2015location | Feb. 28, 2015StatelocationMarket |
Business Acquisition [Line Items] | ||||||||||||||||||||
Goodwill acquired | $ 35,900,000 | $ 22,400,000 | ||||||||||||||||||
Number of locations | store | 475 | |||||||||||||||||||
2017 Acquisitions | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Aggregate purchase price | $ 83,100,000 | |||||||||||||||||||
Deferred contingent consideration | 5,000,000 | |||||||||||||||||||
Aggregate assets acquired | 67,600,000 | |||||||||||||||||||
Aggregate liabilities assumed | 15,400,000 | |||||||||||||||||||
Goodwill acquired | $ 35,900,000 | |||||||||||||||||||
2016 Acquisitions | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Aggregate purchase price | 67,900,000 | |||||||||||||||||||
Deferred contingent consideration | 0 | |||||||||||||||||||
Aggregate assets acquired | 67,400,000 | |||||||||||||||||||
Aggregate liabilities assumed | 21,900,000 | |||||||||||||||||||
Goodwill acquired | 22,400,000 | |||||||||||||||||||
2015 Acquisitions | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Aggregate purchase price | $ 104,000,000 | |||||||||||||||||||
Deferred contingent consideration | 0 | |||||||||||||||||||
Aggregate assets acquired | 99,900,000 | |||||||||||||||||||
Aggregate liabilities assumed | 32,500,000 | |||||||||||||||||||
Goodwill acquired | $ 36,600,000 | |||||||||||||||||||
Harmony Gardens | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Number of locations | location | 2 | |||||||||||||||||||
Marshall Stone | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Number of locations | location | 2 | |||||||||||||||||||
South Coast Supply | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Number of locations | location | 2 | |||||||||||||||||||
Evergreen | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Number of locations | location | 2 | |||||||||||||||||||
Angelo's Supplies | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Number of locations | location | 2 | |||||||||||||||||||
Stone Forest Materials | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Number of locations | location | 1 | |||||||||||||||||||
Aspen Valley Landscape Supply | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Number of locations | location | 3 | |||||||||||||||||||
East Haven | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Number of locations | location | 1 | |||||||||||||||||||
Loma Vista Nursery | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Number of locations | location | 2 | |||||||||||||||||||
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 | |||||||||||||||||||
Shemin | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Aggregate purchase price | $ 57,700,000 | |||||||||||||||||||
Aggregate assets acquired | 61,400,000 | |||||||||||||||||||
Aggregate liabilities assumed | 24,800,000 | |||||||||||||||||||
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 | |||||||||||||||||||
Net sales | 130,600,000 | |||||||||||||||||||
Net income | $ 2,800,000 | |||||||||||||||||||
Shemin | Finite-Lived Intangible Assets | Customer relationships | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Discount rate (percent) | 16.00% | |||||||||||||||||||
Attrition rate (percent) | 10.00% | |||||||||||||||||||
Los Angeles [Member] | American Builder Supply | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Number of locations | location | 10 | |||||||||||||||||||
Las Vegas [Member] | American Builder Supply | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Number of locations | location | 2 |
Acquisitions - Preliminary Esti
Acquisitions - Preliminary Estimate of the Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Feb. 27, 2015 | Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 |
Liabilities assumed, at fair market value: | ||||
Goodwill | $ 106.5 | $ 70.8 | $ 48 | |
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 | 12 Months Ended |
Jan. 03, 2016USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Net sales | $ 1,459.1 |
Net loss available to SiteOne common shareholders | $ (17.6) |
Net loss per share of common stock attributable to SiteOne - diluted (in dollars per share) | $ / shares | $ (1.24) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Jan. 01, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 126.8 | $ 106.2 |
Accumulated depreciation | 51.3 | 36.4 |
Total property and equipment, net | 75.5 | 69.8 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 14.5 | 14.5 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 8.6 | 8.6 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 17 | 14 |
Branch equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 24.8 | 17.6 |
Office furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 14.6 | 11.1 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 44.2 | 36.1 |
Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 0.1 | 1 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3 | $ 3.3 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 17.6 | $ 14.2 | $ 12.8 |
Capitalized software costs | 7.7 | 3.6 | |
Accumulated amortization of capitalized software | 3.5 | 1.9 | |
Amortization of software costs | 1.6 | 1.1 | $ 0.6 |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Capital lease assets | 35.2 | 29.4 | |
Capital lease assets, accumulated depreciation | $ 20.1 | $ 13.7 | |
Capitalized software | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life (in years) | 3 years |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets - Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Jan. 01, 2017 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 70.8 | $ 48 |
Acquisitions | 35.9 | 22.4 |
Goodwill adjusted during the year | (0.2) | 0.4 |
Ending balance | $ 106.5 | $ 70.8 |
Goodwill and Intangible Asset48
Goodwill and Intangible Assets - Summary of the Components of Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Jan. 01, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amount | $ 186.2 | $ 152.7 |
Accumulated Amortization | 73.4 | 49.4 |
Net | $ 112.8 | $ 103.3 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 17 years 4 months 18 days | 17 years 9 months 18 days |
Amount | $ 178.5 | $ 147.7 |
Accumulated Amortization | 70.2 | 47.5 |
Net | $ 108.3 | $ 100.2 |
Trademarks and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 4 years 6 months | 6 years 6 months |
Amount | $ 7.7 | $ 5 |
Accumulated Amortization | 3.2 | 1.9 |
Net | $ 4.5 | $ 3.1 |
Goodwill and Intangible Asset49
Goodwill and Intangible Assets - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2017USD ($)business_acquisition | Jan. 01, 2017USD ($)business_acquisition | Jan. 03, 2016USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill impairment | $ 0 | $ 0 | $ 0 |
Finite-lived intangible assets acquired | $ 33,500,000 | $ 20,600,000 | |
Number of businesses acquired | business_acquisition | 8 | 6 | |
Amortization of intangible assets | $ 23,900,000 | $ 21,700,000 | $ 17,900,000 |
Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired | $ 30,800,000 | 20,000,000 | |
Weighted average useful life | 20 years | ||
Trademarks and other | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired | $ 2,700,000 | $ 600,000 | |
Weighted average useful life | 7 years |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Jan. 01, 2017 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2,018 | $ 22 | |
2,019 | 17.8 | |
2,020 | 14.7 | |
2,021 | 12.1 | |
2,022 | 9.9 | |
Thereafter | 36.3 | |
Net | $ 112.8 | $ 103.3 |
Capital Leases (Details)
Capital Leases (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Jan. 01, 2017 | |
Capital Leased Assets [Line Items] | ||
Capital lease obligations with rates ranging from 2.0% to 4.0% maturing through October 2022; with current monthly payments of approximately $0.5 million | $ 11.7 | $ 11 |
Less current maturities | 4.9 | 4.3 |
Total capital leases, less current portion | 6.8 | 6.7 |
Capital Lease | ||
Capital Leased Assets [Line Items] | ||
Capital lease monthly payment | $ 0.5 | $ 0.5 |
Minimum | Capital Lease | ||
Capital Leased Assets [Line Items] | ||
Capital lease interest rate (percent) | 2.00% | |
Maximum | Capital Lease | ||
Capital Leased Assets [Line Items] | ||
Capital lease interest rate (percent) | 4.00% |
Capital Leases - Future Minimum
Capital Leases - Future Minimum Lease Payments Due (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Leases [Abstract] | |||
2,018 | $ 5.3 | ||
2,019 | 3.1 | ||
2,020 | 2.1 | ||
2,021 | 1.6 | ||
2022 and Thereafter | 0.3 | ||
Total minimum lease payments | 12.4 | ||
Less amounts representing interest | 0.7 | ||
Present value of future minimum lease payments | 11.7 | ||
Interest expense on capital leases | $ 0.5 | $ 0.4 | $ 0.5 |
Employee Benefit and Stock In53
Employee Benefit and Stock Incentive Plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | May 16, 2016 | Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Contributions to the defined contribution benefit plan made by Company | $ 6.4 | $ 5.7 | $ 4.2 | |
Number of shares purchased by employees | 762,079 | |||
Shares repurchased from certain terminated employees | 0 | 11,036 | ||
Options granted (shares) | 400,415 | 223,970 | ||
Number of shares forfeited | 53,732 | 17,427 | ||
Number of shares authorized | 2,000,000 | |||
Number of shares available for grant | 1,334,749 | |||
Weighted-average grant-date fair value of options granted (in dollars per share) | $ 13.70 | |||
Options exercised (in shares) | 355,800 | 34,400 | ||
Share-based compensation expense | $ 5.4 | $ 5.2 | ||
Unrecognized compensation cost from share-based compensation arrangements | $ 9.4 | $ 8.4 | ||
Employee Stock Options and Deferred Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost from share-based compensation arrangements, period for recognition | 2 years 4 months 20 days | |||
Employee Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Expiration period | 10 years | |||
Employee Stock Options | 25% vested in year 1 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25.00% | |||
Employee Stock Options | 25% vested in year 2 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25.00% | |||
Employee Stock Options | 25% vested in year 3 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25.00% | |||
Employee Stock Options | 25% vested in year 4 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25.00% | |||
Deferred stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (shares) | 19,346 | 26,020 | ||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (shares) | 49,323 | 18,973 | ||
Vesting period | 4 years | |||
Expiration period | 10 years | |||
Share-based compensation expense | $ 0.5 | $ 0.1 | ||
Unrecognized compensation cost from share-based compensation arrangements | $ 1.9 | $ 0.4 | ||
Unrecognized compensation cost from share-based compensation arrangements, period for recognition | 3 years 16 days | |||
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% |
Employee Benefit and Stock In54
Employee Benefit and Stock Incentive Plans - Assumptions (Details) - Employee Stock Options | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.11% | 1.43% | 1.87% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Expected volatility | 30.00% | 30.00% | 36.00% |
Expected term (in years) | 6 years 3 months | 6 years 3 months | 6 years 6 months |
Employee Benefit and Stock In55
Employee Benefit and Stock Incentive Plans - Stock Option Activities (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Number of Shares (in thousands) | |||
Outstanding, beginning balance (in shares) | 3,162,600 | 3,060,200 | |
Granted (in shares) | 400,415 | 223,970 | |
Exercised (in shares) | (355,800) | (34,400) | |
Expired or forfeited (in shares) | (53,300) | (87,200) | |
Outstanding, ending balance (in shares) | 3,153,900 | 3,162,600 | 3,060,200 |
Exercisable (in shares) | 1,655,300 | ||
Unvested and expected to vest (in shares) | 1,498,600 | ||
Weighted Average Exercise Price | |||
Outstanding, beginning balance (in dollars per share) | $ 7.98 | $ 10.05 | |
Granted (in dollars per share) | 40.28 | 27.54 | |
Exercised (in dollars per share) | 7.52 | 6.57 | |
Expired or forfeited (in dollars per share) | 11.83 | 7.47 | |
Outstanding, ending balance (in dollars per share) | 12.07 | $ 7.98 | $ 10.05 |
Exercisable (in dollars per share) | 6.50 | ||
Unvested and expected to vest (in dollars per share) | $ 18.22 | ||
Weighted Average Remaining Contractual Term (Years) | |||
Outstanding, Weighted Average Remaining Contractual Term (Years) | 7 years 1 month 17 days | 7 years 10 months 10 days | 8 years 8 months 27 days |
Exercisable, Weighted Average Remaining Contractual Term (Years) | 6 years 7 months 17 days | ||
Unvested and Expected to Vest, Weighted Average Remaining Contractual Term (Years) | 7 years 8 months 1 day | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | |||
Outstanding, Aggregate Intrinsic Value | $ 203.8 | $ 84.6 | |
Exercisable, Aggregate Intrinsic Value | 116.2 | ||
Unvested and Expected to Vest, Aggregate Intrinsic Value | $ 87.6 |
Employee Benefit and Stock In56
Employee Benefit and Stock Incentive Plans - RSU Activities (Details) - Restricted stock units - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Jan. 01, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Outstanding, beginning balance (in shares) | 19,000 | |
Granted (in shares) | 49,323 | 18,973 |
Vested (in shares) | (4,700) | |
Expired or forfeited (in shares) | (400) | |
Outstanding, ending balance (in shares) | 63,200 | 19,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Outstanding, beginning balance (in dollars per share) | $ 27.40 | |
Granted (in dollars per share) | 40.35 | |
Vested (in dollars per share) | 27.41 | |
Expired or forfeited (in dollars per share) | 38.73 | |
Outstanding, ending balance (in dollars per share) | $ 37.45 | $ 27.40 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Jan. 01, 2017 |
Debt Instrument [Line Items] | ||
Loan facility | $ 476.1 | $ 388.9 |
Less: unamortized debt issuance costs and discounts on debt | (12.5) | (13.4) |
Total debt | 463.6 | 375.5 |
Less current portion | (3.5) | (3) |
Total long-term debt | 460.1 | 372.5 |
ABL facility | ||
Debt Instrument [Line Items] | ||
Loan facility | 127 | 91 |
Term loan facility | ||
Debt Instrument [Line Items] | ||
Loan facility | $ 349.1 | $ 297.9 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) | Dec. 12, 2017USD ($) | Nov. 23, 2016USD ($) | May 02, 2016USD ($) | Apr. 29, 2016USD ($) | Oct. 19, 2015 | Oct. 01, 2017USD ($) | Oct. 01, 2017USD ($) | Dec. 31, 2017USD ($) | Jan. 01, 2017USD ($) | Jan. 03, 2016USD ($) | Jun. 30, 2017contract | May 24, 2017USD ($) | Oct. 20, 2015USD ($) |
Debt Instrument [Line Items] | |||||||||||||
Repayments of asset-based credit facility | $ 350,400,000 | $ 392,500,000 | $ 310,400,000 | ||||||||||
Special cash dividend | $ 176,000,000 | 0 | 176,000,000 | 0 | |||||||||
Interest expense | 25,200,000 | 22,100,000 | 11,400,000 | ||||||||||
Interest expense related to ABL facility and Term Loan Facility | 21,800,000 | 17,600,000 | 6,900,000 | ||||||||||
Write off of debt issuance costs and discounts | 100,000 | 1,700,000 | 1,200,000 | ||||||||||
Discounts and debt issuance costs capitalized | 2,200,000 | 7,000,000 | 1,000,000 | ||||||||||
Amortization expense related to debt issuance costs | 3,000,000 | 2,500,000 | 3,000,000 | ||||||||||
Interest expense incurred related to capital leases | 300,000 | 300,000 | $ 300,000 | ||||||||||
ABL facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | $ 325,000,000 | ||||||||||||
Remaining borrowing capacity under credit facility | $ 162,000,000 | $ 164,500,000 | |||||||||||
Commitment fee for the unfunded amount (percent) | 0.25% | 0.375% | |||||||||||
Repayments of asset-based credit facility | $ 50,700,000 | $ 21,000,000 | $ 29,900,000 | ||||||||||
ABL facility | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate on credit facility (percent) | 3.25% | 2.49% | |||||||||||
ABL facility | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate on credit facility (percent) | 3.32% | 4.50% | |||||||||||
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 | 350,000,000 | 275,000,000 | |||||||||||
Repayment of borrowings outstanding | 60,300,000 | ||||||||||||
Special cash dividend | $ 176,000,000 | ||||||||||||
Percentage of excess cash flow to be paid for annual mandatory prepayments | 50.00% | ||||||||||||
Leverage ratio | 3 | ||||||||||||
Tranche B Term Loans | Term loan facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount of loan | $ 273,600,000 | ||||||||||||
Face amount of loan including increase supplement | $ 298,600,000 | ||||||||||||
Interest rate on outstanding borrowings (percent) | 4.32% | ||||||||||||
Tranche B Term Loans | Term loan facility | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, basis spread on variable rate (percent) | 2.75% | ||||||||||||
Tranche B Term Loans | Term loan facility | Base Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, basis spread on variable rate (percent) | 1.75% | ||||||||||||
Tranche C Term Loans | Term loan facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount of loan | $ 299,500,000 | ||||||||||||
Tranche D Term Loans | Term loan facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount of loan | $ 298,000,000 | ||||||||||||
Interest Rate Swap | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Number of interest rate swap contracts | contract | 2 | ||||||||||||
Fair value change of forward-starting interest rate swaps recorded in AOCI | $ 600,000 | ||||||||||||
Ineffectiveness recorded in earnings | $ 0 | ||||||||||||
Unrealized gain or loss on derivatives included in AOCI expected to be realized during the next 12 months | $ 0 | ||||||||||||
Interest Rate Swap | Other assets | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Fair value changes in forward-starting interest rate swaps | $ 600,000 |
Long-Term Debt - Maturities of
Long-Term Debt - Maturities of Long-term Debt Outstanding (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Jan. 01, 2017 |
Debt Disclosure [Abstract] | ||
2,018 | $ 2.6 | |
2,019 | 3.5 | |
2,020 | 131.4 | |
2,021 | 3.5 | |
2,022 | 335.1 | |
Thereafter | 0 | |
Total | $ 476.1 | $ 388.9 |
Long-Term Debt - Interest Rate
Long-Term Debt - Interest Rate Swaps (Details) - Derivatives accounted for as hedges - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 | Jan. 01, 2017 |
Forward-starting interest rate swap 1 | |||
Derivative [Line Items] | |||
Notional Amount | $ 116,000,000 | ||
Fixed Interest Rate | 2.151% | ||
Forward-starting interest rate swap 2 | |||
Derivative [Line Items] | |||
Notional Amount | $ 58,000,000 | ||
Fixed Interest Rate | 2.1345% | ||
Cash Flow Hedging | Forward-starting interest rate swap 1 | |||
Derivative [Line Items] | |||
Fair Value of Hedge Assets | $ 400,000 | $ 0 | |
Cash Flow Hedging | Forward-starting interest rate swap 2 | |||
Derivative [Line Items] | |||
Fair Value of Hedge Assets | $ 200,000 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | Dec. 28, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Provisional tax benefit recognized | $ (3.2) | |||
Benefit related to re-measurement of deferred tax balance | 4.5 | |||
Increase in tax expense due to one-time transition tax liability | $ 1.3 | |||
Effective tax rate (percent) | 24.80% | 41.00% | 40.30% | |
Valuation allowance | $ 5.2 | $ 4.1 | $ 4.2 | $ 4.6 |
State NOL carryforwards | 5.2 | |||
Accrued interest or penalties related to uncertain tax positions | $ 0 | $ 0 | $ 0 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Income (Loss) Before Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ 69.2 | $ 49.6 | $ 47.1 |
Foreign | 3.4 | 2.3 | 1.3 |
Net income before taxes | $ 72.6 | $ 51.9 | $ 48.4 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Current income tax expense | |||
U.S. federal | $ 28.7 | $ 26.1 | $ 21.7 |
U.S. state and local | 4.9 | 4.5 | 4.9 |
Foreign | 0.9 | 0.6 | 0.4 |
Total current | 34.5 | 31.2 | 27 |
Deferred income tax (benefit) expense | |||
U.S. federal | (15.5) | (8.9) | (6.8) |
U.S. state and local | (1) | (1) | (0.7) |
Foreign | 0 | 0 | 0 |
Total deferred | (16.5) | (9.9) | (7.5) |
Total | $ 18 | $ 21.3 | $ 19.5 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Income Tax Contingency [Line Items] | |||
U.S. federal statutory expense (benefit) | $ 25.4 | $ 18.2 | $ 16.9 |
State and local income taxes, net | 2 | 1.9 | 2.5 |
Excess tax benefits pursuant to ASU 2016-09 | (6.1) | 0 | 0 |
Enactment of 2017 Tax Act - deferred tax re-measurement, net | (4.5) | 0 | 0 |
Enactment of 2017 Tax Act - transition tax | 1.3 | 0 | 0 |
Transaction costs | 0.4 | 1.1 | 0 |
Other, net | (0.5) | 0.1 | 0.1 |
Total | 18 | 21.3 | 19.5 |
State and local income taxes, net excess tax benefits | 2 | $ 1.9 | $ 2.5 |
Accounting Standards Update 2016-09 | |||
Income Tax Contingency [Line Items] | |||
State and local income taxes, net | (0.7) | ||
Excess tax benefits pursuant to ASU 2016-09 | (6.8) | ||
State and local income taxes, net excess tax benefits | $ (0.7) |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Income Taxes (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | Dec. 28, 2014 |
Deferred tax assets: | ||||
Net operating losses | $ 5.2 | $ 4.1 | ||
Allowance for uncollectible accounts | 3.2 | 4.2 | ||
Inventory | 2.2 | 3.1 | ||
Reserve for sales bonuses | 3.6 | 4.2 | ||
Accrued compensation | 2.8 | 3.1 | ||
Stock compensation | 2.5 | 2.5 | ||
Rent accrual | 1.6 | 2.1 | ||
Environmental reserve | 0.6 | 0.9 | ||
Deferred transaction costs | 1.8 | 2.3 | ||
Other | 1.1 | 1.8 | ||
Total gross deferred tax assets | 24.6 | 28.3 | ||
Valuation allowance | (5.2) | (4.1) | $ (4.2) | $ (4.6) |
Total net deferred tax assets | 19.4 | 24.2 | ||
Deferred tax liabilities: | ||||
Fixed assets and land | (5.8) | (8) | ||
Intangible assets | (16.9) | (30.3) | ||
Goodwill | (2.5) | (2.8) | ||
Deferred financing costs | (1.7) | (2.4) | ||
Other | (0.9) | (0.7) | ||
Total deferred tax liabilities | (27.8) | (44.2) | ||
Net deferred tax liabilities | $ (8.4) | $ (20) |
Income Taxes - Activity Within
Income Taxes - Activity Within the Tax Valuation Allowance (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Increase (Decrease) in Valuation Allowance [Roll Forward] | |||
Beginning balance | $ 4.1 | $ 4.2 | $ 4.6 |
Increase in valuation allowance | 1.1 | 0 | 0 |
Decrease in valuation allowance | 0 | (0.1) | (0.4) |
Ending balance | $ 5.2 | $ 4.1 | $ 4.2 |
Related Party Transactions (Det
Related Party Transactions (Details) - Affiliated Entity - USD ($) $ in Millions | May 17, 2016 | Dec. 31, 2013 | Jul. 26, 2017 | Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 |
Consulting Services Agreement Termination Fee | ||||||
Related Party Transaction [Line Items] | ||||||
Amount of the aggregate fee for contract termination agreement | $ 7.5 | |||||
Deere | Financing Fees Paid | ||||||
Related Party Transaction [Line Items] | ||||||
Fees paid related to financing offered to customers | $ 0.3 | $ 0.5 | $ 0.3 | |||
Deere | Consulting Services Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Annual fee paid for consulting services | $ 0.7 | |||||
CD&R | Consulting Services Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Annual fee paid for consulting services | $ 1.3 | |||||
Term of agreement (in years) | 10 years | |||||
Ownership percentage floor which triggers contract termination | 10.00% | |||||
TruGreen | ||||||
Related Party Transaction [Line Items] | ||||||
Net sales with customer included in statement of operations | $ 4.3 | 3.9 | ||||
Accounts receivable due from customer included in the balance sheet | $ 0.4 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Undiscounted cost of future remediation efforts | $ 3,800,000 | $ 4,000,000 | |
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 | 1,400,000 | 1,600,000 | |
Line of Credit Facility [Line Items] | |||
Letter of credit, amount outstanding | 4,500,000 | 2,900,000 | |
Borrowings on asset-based credit facility | 386,400,000 | 355,500,000 | $ 364,100,000 |
Operating leases, rent expense | 48,200,000 | 43,500,000 | $ 37,300,000 |
Aggregate accrued rent reserve liability | 300,000 | $ 0 | |
Letter of credit | |||
Line of Credit Facility [Line Items] | |||
Borrowings on asset-based credit facility | $ 0 |
Commitments and Contingencies69
Commitments and Contingencies - Purchase Commitments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Long-term Purchase Commitment [Line Items] | |||
Purchase obligation, due in 2018 | $ 33.1 | ||
Purchase obligation, due in 2019 | 16.1 | ||
Purchase obligation, due in 2020 | 8.9 | ||
Purchase obligation, due in 2021 | 0.7 | ||
Purchase obligation, due in 2022 | 0 | ||
Purchase obligations, amount of purchases | 33.7 | $ 28.1 | $ 20.4 |
Nursery Products and Grass Seeds | |||
Long-term Purchase Commitment [Line Items] | |||
Total future purchase obligations | 58.8 | ||
Service-based Products | |||
Long-term Purchase Commitment [Line Items] | |||
Total future purchase obligations | $ 9.4 |
Commitments and Contingencies70
Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Millions | Dec. 31, 2017USD ($) |
Gross lease payments | |
2,018 | $ 46.1 |
2,019 | 38.9 |
2,020 | 30.2 |
2,021 | 23.5 |
2,022 | 16.1 |
Thereafter | 72.5 |
Total gross lease payments | 227.3 |
Operating Leases Future Minimum Payments Receivable, Sublease Income [Abstract] | |
2,018 | (0.1) |
2,019 | (0.1) |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
Thereafter | 0 |
Total sublease income | (0.2) |
Operating Leases, Net Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,018 | 46 |
2,019 | 38.8 |
2,020 | 30.2 |
2,021 | 23.5 |
2,022 | 16.1 |
Thereafter | 72.5 |
Total net lease payments | $ 227.1 |
Redeemable Convertible Prefer71
Redeemable Convertible Preferred Stock - Additional Information (Details) - USD ($) | May 16, 2016 | May 02, 2016 | Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 |
Temporary Equity [Line Items] | |||||
Special cash dividend | $ 176,000,000 | $ 0 | $ 176,000,000 | $ 0 | |
Amount of beneficial conversion feature recognized | $ 0 | ||||
Redeemable Convertible Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Special cash dividend | 112,400,000 | ||||
CD&R | Redeemable Convertible Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Special cash dividend | $ 112,400,000 | ||||
IPO | Common stock | |||||
Temporary Equity [Line Items] | |||||
Shares of common stock issued as a result of conversion of stock (shares) | 25,303,164 |
Redeemable Convertible Prefer72
Redeemable Convertible Preferred Stock - Changes in the Carrying Value of the Redeemable Convertible Preferred Stock (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 01, 2017 | Dec. 31, 2017 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Redeemable convertible preferred stock, ending balance | $ 0 | |
Redeemable convertible preferred stock, ending balance | 0 | $ 0 |
Redeemable Convertible Preferred Stock | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Redeemable convertible preferred stock, beginning balance | 216.8 | |
Shares converted to Common Stock | (216.8) | |
Redeemable convertible preferred stock, ending balance | 0 | |
Redeemable convertible preferred stock, ending balance | $ 216.8 | $ 0 |
Net Sales by Product (Details)
Net Sales by Product (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Revenue from External Customer [Line Items] | |||
Net sales | $ 1,861.7 | $ 1,648.2 | $ 1,451.6 |
Agronomic | |||
Revenue from External Customer [Line Items] | |||
Net sales | 596.3 | 567.9 | 525.1 |
Irrigation and Outdoor Lighting | |||
Revenue from External Customer [Line Items] | |||
Net sales | 621.4 | 605.9 | 512.4 |
Landscape and other | |||
Revenue from External Customer [Line Items] | |||
Net sales | 408 | 283.9 | 233.3 |
Nursery | |||
Revenue from External Customer [Line Items] | |||
Net sales | $ 236 | $ 190.5 | $ 180.8 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ in Millions | May 02, 2016 | Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Special cash dividend | $ 176 | $ 0 | $ 176 | $ 0 |
Special cash dividend paid to preferred stockholders | $ 0 | $ 112.4 | $ 0 | |
Additional potential common shares included in calculation of diluted earnings per common share (in shares) | 2,438,835 | 0 | 0 | |
Redeemable Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average potential common shares excluded because anti-dilutive | 0 | 9,202,870 | 23,876,230 | |
Employee Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average potential common shares excluded because anti-dilutive | 13,798 | 3,160,457 | 2,836,919 | |
Redeemable Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Special cash dividend | $ 112.4 |
Subsequent Events (Details)
Subsequent Events (Details) | Feb. 12, 2018Statelocationprovince | Jan. 03, 2018location | Dec. 31, 2017store |
Subsequent Event [Line Items] | |||
Number of locations | store | 475 | ||
Subsequent Event | Pete Rose | |||
Subsequent Event [Line Items] | |||
Number of locations | 1 | ||
Subsequent Event | Atlantic | |||
Subsequent Event [Line Items] | |||
Number of locations | 33 | ||
Number of states | State | 12 | ||
Number of provinces | province | 2 |
Schedule I - SiteOne Landscap76
Schedule I - SiteOne Landscape Supply, Inc.’s Condensed Financial Statements - Condensed Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | Dec. 28, 2014 |
Assets | ||||
Total assets | $ 910.7 | $ 742.6 | ||
Liabilities and Stockholders’ Equity | ||||
Total liabilities | 697.9 | 593.8 | ||
Stockholders' Equity: | ||||
Common stock, par value $0.01; 1,000,000,000 shares authorized; 39,977,181 and 39,597,532 shares issued, and 39,956,270 and 39,576,621 shares outstanding at December 31, 2017 and January 1, 2017, respectively | 0.4 | 0.4 | ||
Additional paid-in capital | 227.8 | 219.3 | ||
Accumulated deficit | (15.1) | (69.7) | ||
Accumulated other comprehensive loss | (0.3) | (1.2) | ||
Total stockholders’ equity | 212.8 | 148.8 | $ 87.8 | $ 78.8 |
Total liabilities and stockholders’ equity | 910.7 | 742.6 | ||
Parent Company | ||||
Assets | ||||
Investment in wholly owned subsidiary | 211.8 | 147 | ||
Deferred tax asset (Note 3) | 1 | 1.8 | ||
Total assets | 212.8 | 148.8 | ||
Liabilities and Stockholders’ Equity | ||||
Total liabilities | 0 | 0 | ||
Stockholders' Equity: | ||||
Common stock, par value $0.01; 1,000,000,000 shares authorized; 39,977,181 and 39,597,532 shares issued, and 39,956,270 and 39,576,621 shares outstanding at December 31, 2017 and January 1, 2017, respectively | 0.4 | 0.4 | ||
Additional paid-in capital | 227.8 | 219.3 | ||
Accumulated deficit | (15.1) | (69.7) | ||
Accumulated other comprehensive loss | (0.3) | (1.2) | ||
Total stockholders’ equity | 212.8 | 148.8 | ||
Total liabilities and stockholders’ equity | $ 212.8 | $ 148.8 |
Schedule I - SiteOne Landscap77
Schedule I - SiteOne Landscape Supply, Inc.’s Condensed Financial Statements - Condensed Balance Sheets (Parenthetical) (Details) - $ / shares | Dec. 31, 2017 | Jan. 01, 2017 |
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 | 39,977,181 | 39,597,532 |
Common stock, shares outstanding | 39,956,270 | 39,576,621 |
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 | 39,977,181 | 39,597,532 |
Common stock, shares outstanding | 39,956,270 | 39,576,621 |
Schedule I - SiteOne Landscap78
Schedule I - SiteOne Landscape Supply, Inc.’s Condensed Financial Statements - Condensed Statements of Operations and Comprehensive Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Condensed Income Statement and Comprehensive Income Statement [Line Items] | |||
Net income before taxes | $ 72.6 | $ 51.9 | $ 48.4 |
Net income | 54.6 | 30.6 | 28.9 |
Other comprehensive income (loss), net of tax | 0.9 | 0 | (0.8) |
Comprehensive income | 55.5 | 30.6 | 28.1 |
Parent Company | |||
Condensed Income Statement and Comprehensive Income Statement [Line Items] | |||
Equity in net income of subsidiary | 54.6 | 30.6 | 28.9 |
Net income before taxes | 54.6 | 30.6 | 28.9 |
Net income | 54.6 | 30.6 | 28.9 |
Other comprehensive income (loss), net of tax | 0.9 | 0 | (0.8) |
Comprehensive income | $ 55.5 | $ 30.6 | $ 28.1 |
Schedule I - SiteOne Landscap79
Schedule I - SiteOne Landscape Supply, Inc.’s Condensed Financial Statements - Condensed Statement of Cash Flows (Details) - USD ($) $ in Millions | May 02, 2016 | Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 |
Cash Flows from Operating Activities: | ||||
Net income | $ 54.6 | $ 30.6 | $ 28.9 | |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Net Cash Provided By Operating Activities | 16.3 | 72.9 | 71 | |
Cash Flows from Investing Activities: | ||||
Net Cash Used In Investing Activities | (98.6) | (74.9) | (111) | |
Cash Flows from Financing Activities: | ||||
Special cash dividend | $ (176) | 0 | (176) | 0 |
Other dividends paid | 0 | (13) | 0 | |
Other financing activities | (0.1) | (2.1) | 0 | |
Net Cash Provided By (Used In) Financing Activities | 82.5 | (1.8) | 49.7 | |
Net Change In Cash | 0.4 | (3.8) | 9.5 | |
Cash and cash equivalents: | ||||
Beginning | 16.3 | 20.1 | 10.6 | |
Ending | 16.7 | 16.3 | 20.1 | |
Parent Company | ||||
Cash Flows from Operating Activities: | ||||
Net income | 54.6 | 30.6 | 28.9 | |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Equity in net income of subsidiary | (54.6) | (30.6) | (28.9) | |
Distribution from subsidiary | 0 | 49.6 | 0 | |
Net Cash Provided By Operating Activities | 0 | 49.6 | 0 | |
Cash Flows from Investing Activities: | ||||
Distribution received from subsidiary | 0 | 142.2 | 0 | |
Net Cash Used In Investing Activities | 0 | 142.2 | 0 | |
Cash Flows from Financing Activities: | ||||
Special cash dividend | 0 | (176) | 0 | |
Other dividends paid | 0 | (13) | 0 | |
Other financing activities | 0 | (2.8) | 0 | |
Net Cash Provided By (Used In) Financing Activities | 0 | (191.8) | 0 | |
Net Change In Cash | 0 | 0 | 0 | |
Cash and cash equivalents: | ||||
Beginning | 0 | 0 | 0 | |
Ending | $ 0 | $ 0 | $ 0 |
Schedule I - SiteOne Landscap80
Schedule I - SiteOne Landscape Supply, Inc.’s Condensed Financial Statements - Notes to Condensed Parent Company Only Financial Statements (Details) - USD ($) $ in Millions | May 16, 2016 | May 02, 2016 | Dec. 29, 2013 | Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | Dec. 28, 2014 | Dec. 23, 2013 |
Temporary Equity [Line Items] | ||||||||
Percentage of ownership of subsidiaries | 100.00% | |||||||
Special cash dividend | $ 176 | $ 0 | $ 176 | $ 0 | ||||
Deferred tax assets, transaction costs | 1.8 | 2.3 | ||||||
Expense related to the re-measurement of deferred tax asset | (4.5) | |||||||
Redeemable Convertible Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Special cash dividend | 112.4 | |||||||
Parent Company | ||||||||
Temporary Equity [Line Items] | ||||||||
Equity interest issued, percentage of outstanding stock | 40.00% | |||||||
Special cash dividend | 0 | 176 | $ 0 | |||||
Expense related to the re-measurement of deferred tax asset | 0.6 | |||||||
Deferred tax asset balance related to Tax Cuts and Jobs Act | 1 | |||||||
Parent Company | Redeemable Convertible Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Equity interest issued, percentage of outstanding stock | 60.00% | |||||||
Common stock | IPO | ||||||||
Temporary Equity [Line Items] | ||||||||
Shares of common stock issued as a result of conversion of stock (shares) | 25,303,164 | |||||||
Common stock | IPO | Parent Company | ||||||||
Temporary Equity [Line Items] | ||||||||
Shares of common stock issued as a result of conversion of stock (shares) | 25,303,164 | |||||||
SiteOne Landscape Supply Holding, LLC | ||||||||
Temporary Equity [Line Items] | ||||||||
Percentage of ownership of subsidiaries | 100.00% | |||||||
SiteOne Landscape Supply Holding, LLC | Parent Company | ||||||||
Temporary Equity [Line Items] | ||||||||
Percentage of ownership of subsidiaries | 100.00% | |||||||
CD&R | Redeemable Convertible Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Special cash dividend | 112.4 | |||||||
CD&R | Parent Company | Redeemable Convertible Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Special cash dividend | $ 112.4 | |||||||
CD&R | Redeemable Convertible Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Equity interest issued, percentage of outstanding stock | 60.00% | |||||||
CD&R | Parent Company | ||||||||
Temporary Equity [Line Items] | ||||||||
Transaction expenses | $ 9.8 | |||||||
Transaction expenses not deductible for tax purposes | 3.7 | |||||||
Tax deductible transaction expenses | $ 6.1 | |||||||
Deferred tax assets, transaction costs | $ 2.2 | |||||||
Amortized transaction costs | 0.4 | 0.4 | ||||||
Amount of deferred tax assets amortized | $ 0.2 | $ 0.1 | ||||||
CD&R | Common stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Equity interest issued, percentage of outstanding stock | 40.00% |