Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 26, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-37760 | |
Entity Registrant Name | SiteOne Landscape Supply, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-4056061 | |
Entity Address, Address Line One | 300 Colonial Center Parkway | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | Roswell | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30076 | |
City Area Code | 470 | |
Local Phone Number | 277-7000 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | SITE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 45,212,090 | |
Entity Central Index Key | 0001650729 | |
Current Fiscal Year End Date | --12-29 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 41.5 | $ 82.5 |
Accounts receivable, net of allowance for doubtful accounts of $26.9 and $27.3, respectively | 528.5 | 490.6 |
Inventory, net | 933.6 | 771.2 |
Income tax receivable | 2.8 | 0 |
Prepaid expenses and other current assets | 73.6 | 61 |
Total current assets | 1,580 | 1,405.3 |
Property and equipment, net (Note 5) | 252.1 | 249.4 |
Operating lease right-of-use assets, net (Note 7) | 380.5 | 388.9 |
Goodwill (Note 6) | 485.2 | 485.5 |
Intangible assets, net (Note 6) | 266.9 | 280.8 |
Deferred tax assets | 5.3 | 5.3 |
Other assets | 11.4 | 13.7 |
Total assets | 2,981.4 | 2,828.9 |
Current liabilities: | ||
Accounts payable | 390.9 | 270.8 |
Current portion of finance leases (Note 7) | 23.7 | 21.8 |
Current portion of operating leases (Note 7) | 83.4 | 83.6 |
Accrued compensation | 52.5 | 74.2 |
Long-term debt, current portion (Note 9) | 5.3 | 5.3 |
Income tax payable | 0 | 8 |
Accrued liabilities | 114.2 | 114.6 |
Total current liabilities | 670 | 578.3 |
Other long-term liabilities | 10.3 | 11.5 |
Finance leases, less current portion (Note 7) | 77.8 | 69.8 |
Operating leases, less current portion (Note 7) | 304.7 | 313.3 |
Deferred tax liabilities | 2.1 | 2.3 |
Long-term debt, less current portion (Note 9) | 442.7 | 367.6 |
Total liabilities | 1,507.6 | 1,342.8 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity: | ||
Common stock, par value $0.01; 1,000,000,000 shares authorized; 45,520,704 and 45,404,091 shares issued, and 45,198,683 and 45,082,070 shares outstanding at March 31, 2024 and December 31, 2023, respectively | 0.5 | 0.5 |
Additional paid-in capital | 610.7 | 601.8 |
Retained earnings | 897 | 916.3 |
Accumulated other comprehensive income | 2.3 | 4.2 |
Treasury stock, at cost, 322,021 and 322,021 shares at March 31, 2024 and December 31, 2023, respectively | (36.7) | (36.7) |
Total stockholders' equity | 1,473.8 | 1,486.1 |
Total liabilities and stockholders' equity | $ 2,981.4 | $ 2,828.9 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 26.9 | $ 27.3 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 45,520,704 | 45,404,091 |
Common stock, shares outstanding (in shares) | 45,198,683 | 45,082,070 |
Treasury stock (in shares) | 322,021 | 322,021 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Income Statement [Abstract] | ||
Net sales | $ 904.8 | $ 837.4 |
Cost of goods sold | 603.6 | 550.3 |
Gross profit | 301.2 | 287.1 |
Selling, general and administrative expenses | 327.7 | 291.4 |
Other income | 4.2 | 4 |
Operating loss | (22.3) | (0.3) |
Interest and other non-operating expenses, net | 6.7 | 6.9 |
Loss before taxes | (29) | (7.2) |
Income tax benefit | (9.7) | (2.7) |
Net loss | $ (19.3) | $ (4.5) |
Net loss per common share: | ||
Basic (in dollars per share) | $ (0.43) | $ (0.10) |
Diluted (in dollars per share) | $ (0.43) | $ (0.10) |
Weighted average number of common shares outstanding: | ||
Basic (in shares) | 45,263,984 | 45,045,851 |
Diluted (in shares) | 45,263,984 | 45,045,851 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (19.3) | $ (4.5) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | (1.2) | 0.2 |
Interest rate swaps - net unrealized gains (losses) and reclassifications into earnings, net of taxes of $0.3 and $0.7, respectively | (0.7) | (1.9) |
Total other comprehensive loss | (1.9) | (1.7) |
Comprehensive loss | $ (21.2) | $ (6.2) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized gains on interest rate swaps, tax | $ 0.3 | $ 0.7 |
Consolidated Statements of Equi
Consolidated Statements of Equity (Unaudited) - USD ($) $ in Millions | Total | Common Stock | Additional Paid-in-Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Stockholders' equity, beginning balance (in shares) at Jan. 01, 2023 | 44,916,300 | |||||
Stockholders' equity, beginning balance at Jan. 01, 2023 | $ 1,302.9 | $ 0.5 | $ 577.1 | $ 742.9 | $ 7.7 | $ (25.3) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (4.5) | (4.5) | ||||
Other comprehensive loss | (1.7) | (1.7) | ||||
Issuance of common shares under stock-based compensation plan ( in shares) | 62,900 | |||||
Issuance of common shares under stock-based compensation plan | (2.6) | (2.6) | ||||
Stock-based compensation | 8.6 | 8.6 | ||||
Stockholders' equity, ending balance (in shares) at Apr. 02, 2023 | 44,979,200 | |||||
Stockholders' equity, ending balance at Apr. 02, 2023 | $ 1,302.7 | $ 0.5 | 583.1 | 738.4 | 6 | (25.3) |
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2023 | 45,082,070 | 45,082,100 | ||||
Stockholders' equity, beginning balance at Dec. 31, 2023 | $ 1,486.1 | $ 0.5 | 601.8 | 916.3 | 4.2 | (36.7) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (19.3) | (19.3) | ||||
Other comprehensive loss | (1.9) | (1.9) | ||||
Issuance of common shares under stock-based compensation plan ( in shares) | 116,600 | |||||
Issuance of common shares under stock-based compensation plan | (1.6) | (1.6) | ||||
Stock-based compensation | $ 10.5 | 10.5 | ||||
Stockholders' equity, ending balance (in shares) at Mar. 31, 2024 | 45,198,683 | 45,198,700 | ||||
Stockholders' equity, ending balance at Mar. 31, 2024 | $ 1,473.8 | $ 0.5 | $ 610.7 | $ 897 | $ 2.3 | $ (36.7) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | Dec. 31, 2023 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (19.3) | $ (4.5) | |
Adjustments to reconcile Net loss to net cash used in operating activities: | |||
Amortization of finance lease right-of-use assets and depreciation | 16.9 | 15.5 | |
Stock-based compensation | 10.5 | 8.6 | |
Amortization of software and intangible assets | 16 | 15.3 | |
Amortization of debt related costs | 0.3 | 0.3 | |
Gain on sale of equipment | (1) | (0.4) | |
Other | (1.5) | (3.2) | |
Changes in operating assets and liabilities, net of the effects of acquisitions: | |||
Receivables | (38.1) | (39.3) | |
Inventory | (160.9) | (168.2) | |
Income tax receivable | (2.8) | (3.1) | |
Prepaid expenses and other assets | (8.9) | (14.8) | |
Accounts payable | 121 | 81.8 | |
Income tax payable | (8) | 0 | |
Accrued expenses and other liabilities | (23.5) | (40.6) | |
Net Cash Used In Operating Activities | (99.3) | (152.6) | |
Cash Flows from Investing Activities: | |||
Purchases of property and equipment | (8.9) | (7.1) | |
Acquisitions, net of cash acquired | 0 | (33.2) | |
Proceeds from the sale of property and equipment | 1.6 | 0.7 | |
Net Cash Used In Investing Activities | (7.3) | (39.6) | |
Cash Flows from Financing Activities: | |||
Equity proceeds from common stock | 2.6 | 1.1 | |
Repurchases of common stock | 0 | (0.6) | |
Repayments under term loan | (1) | (0.6) | |
Borrowings on asset-based credit facility | 158.2 | 298.3 | |
Repayments on asset-based credit facility | (82.1) | (85.3) | |
Payments on finance lease obligations | (5.8) | (3.9) | |
Payments of acquisition related contingent obligations | (1.8) | (1.6) | |
Other financing activities | (4.4) | (4) | |
Net Cash Provided By Financing Activities | 65.7 | 203.4 | |
Effect of exchange rate on cash | (0.1) | 0 | |
Net change in cash | (41) | 11.2 | |
Cash and cash equivalents: | |||
Beginning | 82.5 | 29.1 | $ 29.1 |
Ending | 41.5 | 40.3 | $ 82.5 |
Supplemental Disclosures of Cash Flow Information: | |||
Cash paid during the year for interest | 6 | 6 | |
Cash paid during the year for income taxes | $ 1.1 | $ 1.2 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Significant Accounting Policies | Nature of Business and Significant Accounting Policies Nature of Business SiteOne Landscape Supply, Inc. (hereinafter collectively with all its consolidated subsidiaries referred to as the “Company”) is a wholesale distributor of irrigation supplies, hardscapes (including pavers, natural stone, and blocks), fertilizer and control products (e.g., herbicides), landscape accessories, nursery goods, outdoor lighting, and ice melt products to green industry professionals. The Company also provides value-added consultative services to complement its product offering and to help customers operate and grow their businesses. Substantially all of the Company’s sales are to customers located in the United States of America (“U.S.”), with less than two percent of sales and less than three percent of total assets in Canada for all periods presented. As of March 31, 2024, the Company had over 690 branches. Based on the nature of the Company’s products and customers’ business cycles, sales are significantly higher in the second and third quarters of each fiscal year. Share Repurchase Program On October 20, 2022, the Company’s Board of Directors authorized the Company to repurchase, at any time or from time to time, shares of the Company’s common stock having an aggregate purchase price not to exceed $400.0 million pursuant to a Rule 10b5-1 plan and/or pursuant to open market or accelerated share repurchase arrangements, tender offers, or privately negotiated transactions. The repurchase authorization does not have an expiration date and may be amended, suspended, or terminated by the Company’s Board of Directors at any time. During the three months ended March 31, 2024, there were no shares purchased under the share repurchase program. As of March 31, 2024, the dollar value of shares that may yet be purchased under the share repurchase authorization was $363.6 million. Inflation Reduction Act of 2022 In August 2022, the Inflation Reduction Act of 2022 was enacted, which, among other things, implements a 15% corporate alternative minimum tax on book income of certain large corporations effective for tax years beginning after December 31, 2022, and imposes a 1% excise tax on corporate stock repurchases after December 31, 2022. The Company does not expect the enacted legislation to have a material impact on the Company’s consolidated financial statements and related disclosures. Basis of Financial Statement Presentation The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as applicable to interim financial reporting. In management’s opinion, the unaudited financial information for the interim periods presented includes all adjustments, consisting of normal recurring accruals necessary for a fair statement of the financial position, results of operations, and cash flows. Certain information and disclosures normally included in the Company’s annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2023. The interim period unaudited financial results for the three-month periods presented are not necessarily indicative of results to be expected for any other interim period or for the entire year. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and accompanying notes. Actual results could differ from these estimates. Fiscal Year The Company’s fiscal year is a 52- or 53-week period ending on the Sunday nearest to December 31. The fiscal years ending December 29, 2024 (the “2024 Fiscal Year”) and December 31, 2023 (the “2023 Fiscal Year”) both include 52 weeks. Additionally, the Company’s fiscal quarters end on the Sunday nearest to March 31, June 30, and September 30, respectively. The three months ended March 31, 2024 and April 2, 2023 both include 13 weeks. Principles of Consolidation The Company’s consolidated financial statements include the assets and liabilities used in operating the Company’s business, including entities in which the Company owns or controls more than 50% of the voting shares. All of the Company’s subsidiaries are wholly owned. All intercompany balances and transactions have been eliminated in consolidation. Significant Accounting Policies Except as updated by the Recently Issued and Adopted Accounting Pronouncements section below, a description of the Company’s significant accounting policies is included in the Company’s Annual Report on Form 10-K for the 2023 Fiscal Year. Recently Issued and Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contact Liabilities from Contracts with Customers” (“ASU 2021-08”). The guidance requires an acquirer in a business combination to recognize and measure contract assets and liabilities in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) rather than at fair value. The Company adopted ASU 2021-08 on a prospective basis when it became effective in the first quarter of the 2023 Fiscal Year. The adoption of ASU 2021-08 did not have a material impact on the Company’s consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”), as amended in January 2021 by ASU 2021-01, “Reference Rate Reform (Topic 848): Scope” (“ASU 2021-01”), and in December 2022 by ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848” (“ASU 2022-06”). • ASU 2020-04 provided optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria were met. • ASU 2021-01 amended the scope of the guidance in ASU 2020-04 on the facilitation of the effects of reference rate reform on financial reporting. The amendments in ASU 2021-01 clarified that “certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting can apply to derivatives that are affected by the discounting transition”. These amendments applied only to contracts and hedging relationships that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. The expedients are applicable to contract modifications made and hedging relationships entered into on or before December 31, 2022. The guidance was permitted to be elected over time as reference rate reform activities occurred. • ASU 2022-06 deferred the expiration date of the reference rate reform relief guidance provided by ASU 2020-04 and ASU 2021-01 to December 31, 2024. The Company previously elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions would be based matches the index for the corresponding derivatives. On March 27, 2023, the Company amended its term loans to implement a forward-looking interest rate based on the secured overnight financing rate (“SOFR”) in lieu of LIBOR. On March 31, 2023, the Company amended the terms of its interest rate swaps to implement SOFR in place of LIBOR. Concurrent with the amendments to its interest rate swaps, the Company elected certain of the optional expedients provided in Topic 848 that allowed the Company to preserve the past presentation of its derivatives without de-designating the existing hedging relationships. The adoption of Topic 848 did not have a material impact on the Company’s consolidated financial statements. Refer to “ Note 9 . Long-Term Debt” and “ Note 4 . Fair Value Measurement and Interest Rate Swaps” for additional information regarding these amended agreements. In July 2023, the FASB issued ASU 2023-03, “ Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718)” (“ASU 2023-03”) . This ASU amends or supersedes various SEC paragraphs in the Accounting Standards Codification to primarily reflect the issuance of Staff Accounting Bulletin No. 120. ASU 2023-03 provides clarifying guidance related to employee and non-employee share-based payment accounting, including guidance to companies issuing share-based awards shortly before announcing material, nonpublic information to consider such material nonpublic information to adjust observable market prices if the release of material nonpublic information is expected to affect the share price. ASU 2023-03 does not provide new guidance so there is no transition or effective date associated with it. Therefore, these updates were immediately effective. The adoption of ASU 2023-03 did not have a material impact on the Company’s consolidated financial statements and related disclosures. Accounting Pronouncements Issued But Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ” (“ASU 2023-07”), which expands reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 requires disclosure of (i) significant segment expenses that are regularly provided to the CODM and included within the segment measure of profit or loss, (ii) an amount and description of its composition for other segment items to reconcile to segment profit or loss, and (iii) the title and position of the Company’s CODM. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard will be effective on a retrospective basis for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the segment disclosure impact of the amended guidance; however, ASU 2023-07 is not expected to have a material impact on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures ” (“ASU 2023-09”). The amendments in ASU 2023-09 require public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. The new standard will be effective on a prospective basis for fiscal years beginning after December 15, 2024 and interim periods therein, with early adoption permitted. The Company is currently evaluating the amended guidance and does not expect the adoption to have a material impact on its consolidated financial statements and related disclosures. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers The following table presents Net sales disaggregated by product category (in millions): Three Months Ended March 31, 2024 April 2, 2023 Landscaping products (a) $ 670.8 $ 636.9 Agronomic and other products (b) 234.0 200.5 $ 904.8 $ 837.4 ______________ (a) Landscaping products include irrigation supplies, hardscapes, landscape accessories, nursery goods, and outdoor lighting. (b) Agronomic and other products include fertilizer, control products, ice melt, equipment, and other products. Remaining Performance Obligations Remaining performance obligations related to Accounting Standards Codification Topic 606 represent the aggregate transaction price allocated to performance obligations with an original contract term greater than one year that are fully or partially unsatisfied at the end of the period. Remaining performance obligations include the outstanding points balance related to the customer loyalty rewards program. The program allows enrolled customers to earn loyalty rewards on purchases to be used on future purchases, to pay for annual customer trips hosted by the Company, or to obtain gift cards to other third-party retailers. As of March 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $11.5 million. The Company expects to recognize revenue on the remaining performance obligations over the next 12 months. Contract Balances The timing of revenue recognition, billings, and cash collections results in billed accounts receivable, deferred revenue, and billings in excess of revenue recognized in the Company’s Consolidated Balance Sheets. Contract liabilities As of March 31, 2024 and December 31, 2023, contract liabilities were $11.5 million and $12.4 million, respectively, and were included within Accrued liabilities in the accompanying Consolidated Balance Sheets. The decrease in the contract liability balance during the three months ended March 31, 2024 is primarily a result of $4.6 million of revenue recognized and the expiration of points related to the customer loyalty rewards program during the period, partially offset by cash payments received in advance of satisfying performance obligations. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions The Company enters into strategic acquisitions in an effort to better service existing customers and to attract new customers. There were no acquisitions completed by the Company during the three months ended March 31, 2024. The Company completed acquisitions for an aggregate purchase price of $31.8 million and deferred contingent consideration of $3.5 million for the three months ended April 2, 2023. As of March 31, 2024, the Company completed the following acquisitions since the start of the 2023 Fiscal Year: • In December 2023, the Company acquired the assets and assumed the liabilities of Newsom Seed, Inc. (“Newsom Seed”). With two locations in Fulton, Maryland, Newsom Seed is a wholesale distributor of seed and agronomic products to landscape professionals. • In August 2023, the Company acquired the assets and assumed the liabilities of JMJ Organics LTD (“JMJ Organics”). With five locations in Houston, Texas, JMJ Organics is a wholesale distributor of landscape supplies, nursery products, and hardscapes to landscape professionals. • In August 2023, the Company acquired the assets and assumed the liabilities of Regal Chemical Company and Monarch Scientific, LLC (collectively, “Regal”). With one location in Alpharetta, Georgia, Regal is a wholesale distributor of agronomic products to landscape professionals. • In August 2023, the Company acquired all of the outstanding stock of Pioneer Landscape Centers, Inc. and JLL Pioneer LLC (collectively, “Pioneer”). With 18 locations in Colorado and 16 locations in Arizona, Pioneer is a wholesale distributor of hardscapes and landscape supply products, including decorative rock, pavers, bulk materials, artificial turf, and supporting products to landscape professionals. • In August 2023, the Company acquired the assets and assumed the liabilities of Timothy’s Center for Gardening, LLC (“Timothy’s”). With one location in Robbinsville, New Jersey, Timothy’s is a wholesale distributor of hardscapes, nursery products, and bulk materials to landscape professionals. • In August 2023, the Company acquired the assets and assumed the liabilities of New England Silica, Inc. (“New England Silica”). With one location in South Windsor, Connecticut, New England Silica is a wholesale distributor of hardscapes to landscape professionals. • In July 2023, the Company acquired the assets and assumed the liabilities of Hickory Hill Farm & Garden, LLC (“Hickory Hill”). With one location in Eatonton, Georgia, Hickory Hill is a wholesale distributor of irrigation, nursery, and landscape supplies to landscape professionals. • In May 2023, the Company acquired the assets and assumed the liabilities of Link Inc., doing business as Link Outdoor Lighting Distributors (“Link”). With four locations in Altamonte Springs and Naples, Florida, Nashville, Tennessee, and Houston, Texas, Link is a wholesale distributor of landscape lighting products to landscape professionals. • In May 2023, the Company acquired the assets and assumed the liabilities of Adams Wholesale Supply, Inc. (“Adams Wholesale Supply”). With three locations in the San Antonio, Houston, and Dallas, Texas markets, Adams Wholesale Supply is a wholesale distributor of landscape supplies and agronomic products to landscape professionals. • In March 2023, the Company acquired the assets and assumed the liabilities of Triangle Landscape Supplies, Inc., Triangle Landscape Supplies of J.C., LLC, and Triangle Landscape Supplies of Apex, Inc. (collectively, “Triangle”). With four locations in the Raleigh-Durham, North Carolina market, Triangle is a wholesale distributor of hardscapes and landscape supplies to landscape professionals. • In March 2023, the Company acquired the assets and assumed the liabilities of J&J Materials Corp. (“J&J Materials”). With five locations in Rhode Island and Southeastern Massachusetts, J&J Materials is a wholesale distributor of hardscapes to landscape professionals. 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. |
Fair Value Measurement and Inte
Fair Value Measurement and Interest Rate Swaps | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures and Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value Measurement and Interest Rate Swaps | Fair Value Measurement and Interest Rate Swaps Fair value is defined as an exit price, representing an amount that would be received to sell an asset or the amount paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The inputs used to measure fair value are prioritized into the following three-tiered value hierarchy: • Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2: Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or inputs, other than quoted prices in active markets, which are observable either directly or indirectly. • Level 3: Unobservable inputs for which there is little or no market data. The hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The classification of fair value measurement within the hierarchy is based upon the lowest level of input that is significant to the measurement. The Company’s financial instruments consist of cash and cash equivalents, accounts receivables, interest rate swap contracts, and long-term debt. The variable interest rate on the long-term debt is reflective of current market borrowing rates. As such, the Company has determined that the carrying value of these financial instruments approximates fair value. Interest Rate Swaps The Company is subject to interest rate risk with regard to existing and future issuances of debt. The Company utilizes interest rate swap contracts to reduce its exposure to fluctuations in variable interest rates for future interest payments on existing debt. The Company is party to interest rate swap contracts to convert the variable interest rate to a fixed interest rate on the borrowings under the term loans. The Company recognizes any differences between the variable interest rate payments and the fixed interest rate settlements with the swap counterparties as an adjustment to interest expense over the life of the swaps. The Company has designated these swaps as cash flow hedges and records the estimated fair value of the swaps to Accumulated other comprehensive income (loss) (“AOCI”) on its Consolidated Balance Sheets. If it becomes probable the forecasted transactions will not occur, the hedge relationship will be de-designated and amounts accumulated in AOCI will be reclassified to Interest and other non-operating expenses, net in the current period. On March 31, 2023, the Company amended the terms of its interest rate swaps to implement a forward-looking interest rate based on SOFR in place of LIBOR. Since the interest rate swaps were affected by reference rate reform, the Company applied the expedients and exceptions provided in Topic 848 to preserve the past presentation of its derivatives without de-designating the existing hedging relationships. All interest rate swap amendments were executed with the existing counterparties and did not change the notional amounts, maturity dates, or other critical terms of the hedging relationships. The interest rate swaps will continue to be net settled on a quarterly basis with the counterparties for the difference between the fixed rates and the variable rates based upon three-month Term SOFR (subject to a floor of 0.23839% for interest rate swaps 7, 8, and 9) as applied to the notional amounts of each interest rate swap. On March 23, 2021, the Company restructured the interest rate swap positions of its forward-starting interest rate swaps 4, 5, and 6 to extend the terms to maturity using a strategy referred to as a “blend and extend” in order to continue to manage its exposure to interest rate risk on borrowings under the term loans. Refer to “ Note 9 . Long-Term Debt” for additional information regarding the Company’s term loans. As a result of these transactions, all existing agreements for forward-starting interest rate swaps 4, 5, and 6 at that time were amended and restructured as new agreements designated by the Company as interest rate swaps 7, 8, and 9 with the same counterparties. Each of the liability positions of the forward-starting interest rate swaps were blended into the amended interest rate swap agreements and the term of the hedged positions were extended to mature on March 23, 2025. Due to the size of the initial net investment amounts resulting from the termination values of the forward-starting interest rate swaps that were rolled into the interest rate swap arrangements, interest rate swaps 7, 8, and 9 were determined to be hybrid debt instruments containing embedded at-market interest rate swap derivatives. As a result, the Company bifurcated the derivative instruments from the debt host instruments for accounting purposes. Refer to “ Note 9 . Long-Term Debt” for additional information regarding the Company’s hybrid debt instruments. The following table provides additional details related to the swap contracts designated as hedging instruments as of March 31, 2024: Derivatives designated as hedging instruments Inception Date Amended Effective Date Maturity Date Notional Amount Fixed Interest Rate Type of Hedge Interest rate swap 7 March 23, 2021 March 31, 2023 March 23, 2025 $ 50.0 0.73300 % Cash flow Interest rate swap 8 March 23, 2021 March 31, 2023 March 23, 2025 $ 90.0 0.74300 % Cash flow Interest rate swap 9 March 23, 2021 March 31, 2023 March 23, 2025 $ 70.0 0.75424 % Cash flow The following table provides additional details related to interest rate swap 3, which was designated as a hedging instrument and terminated upon maturity on January 14, 2024: Derivatives designated as hedging instruments Inception Date Amended Effective Date Maturity Date Notional Amount Fixed Interest Rate Type of Hedge Interest rate swap 3 December 17, 2018 April 14, 2023 January 14, 2024 $ 34.0 2.73040% Cash flow The Company recognizes the unrealized gains or unrealized losses for interest rate swap contracts as either assets or liabilities at fair value on its Consolidated Balance Sheets. The interest rate swap contracts are subject to master netting arrangements. The Company has elected not to offset the fair value of assets with the fair value of liabilities related to these contracts. The following table summarizes the fair value of the derivative instruments and the respective lines in which they were recorded in the Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 (in millions): Derivative Assets March 31, 2024 December 31, 2023 Derivatives designated as hedging instruments Balance Sheet Location Fair Value Balance Sheet Location Fair Value Interest rate contracts Prepaid expenses and other current assets $ 8.7 Prepaid expenses and other current assets $ 8.4 Other assets — Other assets 1.3 Total derivative assets $ 8.7 $ 9.7 For determining the fair value of the interest rate swap contracts, the Company uses significant observable market data or assumptions (Level 2 inputs) that market participants would use in pricing similar assets or liabilities, including assumptions about counterparty risk. The fair value estimates reflect an income approach based on the terms of the interest rate swap contracts and inputs corroborated by observable market data including interest rate curves. For the three months ended March 31, 2024 and April 2, 2023, there was no ineffectiveness recognized in earnings. The after-tax amount of unrealized gain on derivative instruments included in AOCI related to the interest rate swap contracts expected to be reclassified to earnings during the next twelve months was $6.5 million as of March 31, 2024. The ultimate amount recognized will vary based on fluctuations of interest rates through the maturity dates. The table below provides details regarding pre-tax amounts in AOCI and gain (loss) reclassified into income for derivatives designated as cash flow hedges for the three months ended March 31, 2024 and April 2, 2023 (in millions): Three Months Ended March 31, 2024 April 2, 2023 Derivatives in Cash Flow Hedging Relationships Gain (Loss) Recorded in OCI Classification of Gain (Loss) Reclassified from AOCI into Income Gain (Loss) Reclassified from Gain (Loss) Recorded in OCI Classification of Gain (Loss) Reclassified from AOCI into Income Gain (Loss) Reclassified from Interest rate contracts $ 1.5 Interest and other non-operating expenses, net $ 2.5 $ (0.8) Interest and other non-operating expenses, net $ 1.9 The table below provides details regarding gain (loss) reclassified from AOCI into income for derivatives not designated as hedging instruments for the three months ended March 31, 2024 and April 2, 2023 (in millions): Three Months Ended Gain (Loss) Reclassified from AOCI into Income Derivatives not designated as hedging instruments Location of Gain (Loss) March 31, 2024 April 2, 2023 Interest rate contracts Interest and other non-operating expenses, net $ — $ (0.1) 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. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consisted of the following (in millions): March 31, 2024 December 31, 2023 Land $ 13.2 $ 13.2 Buildings and leasehold improvements: Buildings 8.4 8.4 Leasehold improvements 58.6 55.7 Branch equipment 118.5 121.5 Office furniture and fixtures and vehicles: Office furniture and fixtures 30.5 30.4 Vehicles 75.4 77.5 Finance lease right-of-use assets 166.6 151.0 Mineral rights 2.2 2.2 Construction in progress 16.5 14.0 Total property and equipment, gross 489.9 473.9 Less: accumulated depreciation and amortization 237.8 224.5 Property and equipment, net $ 252.1 $ 249.4 Amortization of finance right-of-use (“ROU”) assets and depreciation expense was $16.9 million and $15.5 million for the three months ended March 31, 2024 and April 2, 2023, 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 March 31, 2024 and December 31, 2023 were $19.7 million and $19.7 million, less accumulated amortization of $11.7 million and $11.1 million, respectively. Amortization of these software costs was $0.6 million and $0.2 million for the three months ended March 31, 2024 and April 2, 2023, respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net Goodwill The changes in the carrying amount of goodwill were as follows (in millions): January 1, 2024 January 2, 2023 to March 31, 2024 to December 31, 2023 Beginning balance $ 485.5 $ 411.9 Goodwill acquired during the period — 75.4 Goodwill adjusted during the period (0.3) (1.8) Ending balance $ 485.2 $ 485.5 Intangible Assets Intangible assets include customer relationships as well as trademarks and other intangibles acquired through acquisitions. Intangible assets with finite useful lives are amortized on an accelerated method or a straight-line method 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 the underlying data used to measure the fair value of the intangible assets when selecting a useful life. The Company’s customer relationships are amortized on an accelerated method. The following table summarizes the components of intangible assets (in millions, except weighted average remaining useful life): March 31, 2024 December 31, 2023 Weighted Average Remaining Useful Life Amount Accumulated Amortization Net Amount Accumulated Amortization Net Customer relationships 16.7 years $ 553.1 $ 308.8 $ 244.3 $ 551.8 $ 295.7 $ 256.1 Trademarks and other 3.2 years 49.3 26.7 22.6 49.5 24.8 24.7 Total intangibles $ 602.4 $ 335.5 $ 266.9 $ 601.3 $ 320.5 $ 280.8 During the three months ended March 31, 2024, the Company recorded $1.2 million of intangible assets, including $1.3 million in Customer relationship intangibles and $(0.1) million in Trademarks and other intangibles. There were no acquisitions completed during the three months ended March 31, 2024. Updates of purchase price allocations related to prior year acquisitions during the allowable measurement period and currency translation adjustments of Customer relationship intangibles and Trademarks and other intangibles, net were $1.3 million and $(0.1) million, respectively. During the three months ended April 2, 2023, the Company recorded $15.9 million of intangible assets, including $15.8 million in Customer relationship intangibles and $0.1 million in Trademarks and other intangibles. The change in Customer relationship intangibles and Trademarks and other intangibles included additions of $13.3 million and $1.1 million, respectively, as a result of the acquisitions completed in 2023 as described in “ Not e 3 . Acquisitions.” Updates of purchase price allocations related to prior year acquisitions during the allowable measurement period and currency translation adjustments of Customer relationship intangibles and Trademarks and other intangibles, net were $2.5 million and $(1.0) million, respectively. The Customer relationship intangible assets are amortized over a weighted-average period of approximately 20 years. The trademarks and other intangible assets are amortized over a weighted-average period of approximately five years. Amortization expense for intangible assets was $15.4 million and $15.1 million for the three months ended March 31, 2024 and April 2, 2023, respectively. Total future amortization estimated as of March 31, 2024 is as follows (in millions): Fiscal year ending: 2024 (remainder) $ 41.7 2025 47.0 2026 38.5 2027 30.1 2028 22.9 Thereafter 86.7 Total future amortization $ 266.9 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | Leases The Company determines if an arrangement is a lease at inception of a contract. The Company leases equipment and real estate including office space, branch locations, and distribution centers under operating leases. Finance lease obligations consist primarily of the Company’s vehicle fleet. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one year to five years or more. The exercise of lease renewal options is at the Company’s sole discretion. Certain leases include options to purchase the leased property. ROU assets represent the Company's right to use an underlying asset during the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the commencement date based on the net present value of fixed lease payments over the lease term. As most of the Company's operating leases do not provide an implicit interest rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Finance lease agreements generally include an interest rate that is used to determine the present value of future lease payments. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or lease liabilities and are expensed as incurred and recorded as variable lease expense. Leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheets. The components of lease expense were as follows (in millions): Three Months Ended Lease Cost Classification March 31, 2024 April 2, 2023 Finance lease cost: Amortization of right-of-use assets Selling, general and administrative expenses $ 6.2 $ 4.2 Interest on lease liabilities Interest and other non-operating expenses, net 1.4 0.8 Operating lease cost Cost of goods sold 2.0 1.7 Operating lease cost Selling, general and administrative expenses 24.3 20.4 Short-term lease cost Selling, general and administrative expenses 0.9 0.8 Variable lease cost Selling, general and administrative expenses 0.9 0.4 Sublease income Selling, general and administrative expenses (0.2) (0.2) Total lease cost $ 35.5 $ 28.1 Supplemental cash flow information related to leases was as follows (in millions): Three Months Ended Other Information March 31, 2024 April 2, 2023 Cash paid for amounts included in the measurements of lease liabilities: Operating cash flows from finance leases $ 1.4 $ 0.8 Operating cash flows from operating leases $ 27.4 $ 22.2 Financing cash flows from finance leases $ 5.8 $ 3.9 Right-of-use assets obtained in exchange for new lease liabilities: Finance leases $ 15.8 $ 8.7 Operating leases $ 12.6 $ 49.8 The aggregate future lease payments for operating and finance leases as of March 31, 2024 were as follows (in millions): Maturity of Lease Liabilities Operating Leases Finance Leases Fiscal year: 2024 (remainder) $ 69.4 $ 22.1 2025 88.6 26.7 2026 72.5 23.6 2027 58.7 19.8 2028 46.3 16.0 2029 34.5 8.0 Thereafter 91.3 0.4 Total lease payments 461.3 116.6 Less: interest 73.2 15.1 Present value of lease liabilities $ 388.1 $ 101.5 The weighted-average lease terms and discount rates were as follows: Lease Term and Discount Rate March 31, 2024 April 2, 2023 Weighted-average remaining lease term: Finance leases 4.6 years 4.3 years Operating leases 6.2 years 6.4 years Weighted-average discount rate: Finance leases 6.2 % 5.0 % Operating leases 5.2 % 4.7 % |
Leases | Leases The Company determines if an arrangement is a lease at inception of a contract. The Company leases equipment and real estate including office space, branch locations, and distribution centers under operating leases. Finance lease obligations consist primarily of the Company’s vehicle fleet. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one year to five years or more. The exercise of lease renewal options is at the Company’s sole discretion. Certain leases include options to purchase the leased property. ROU assets represent the Company's right to use an underlying asset during the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the commencement date based on the net present value of fixed lease payments over the lease term. As most of the Company's operating leases do not provide an implicit interest rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Finance lease agreements generally include an interest rate that is used to determine the present value of future lease payments. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or lease liabilities and are expensed as incurred and recorded as variable lease expense. Leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheets. The components of lease expense were as follows (in millions): Three Months Ended Lease Cost Classification March 31, 2024 April 2, 2023 Finance lease cost: Amortization of right-of-use assets Selling, general and administrative expenses $ 6.2 $ 4.2 Interest on lease liabilities Interest and other non-operating expenses, net 1.4 0.8 Operating lease cost Cost of goods sold 2.0 1.7 Operating lease cost Selling, general and administrative expenses 24.3 20.4 Short-term lease cost Selling, general and administrative expenses 0.9 0.8 Variable lease cost Selling, general and administrative expenses 0.9 0.4 Sublease income Selling, general and administrative expenses (0.2) (0.2) Total lease cost $ 35.5 $ 28.1 Supplemental cash flow information related to leases was as follows (in millions): Three Months Ended Other Information March 31, 2024 April 2, 2023 Cash paid for amounts included in the measurements of lease liabilities: Operating cash flows from finance leases $ 1.4 $ 0.8 Operating cash flows from operating leases $ 27.4 $ 22.2 Financing cash flows from finance leases $ 5.8 $ 3.9 Right-of-use assets obtained in exchange for new lease liabilities: Finance leases $ 15.8 $ 8.7 Operating leases $ 12.6 $ 49.8 The aggregate future lease payments for operating and finance leases as of March 31, 2024 were as follows (in millions): Maturity of Lease Liabilities Operating Leases Finance Leases Fiscal year: 2024 (remainder) $ 69.4 $ 22.1 2025 88.6 26.7 2026 72.5 23.6 2027 58.7 19.8 2028 46.3 16.0 2029 34.5 8.0 Thereafter 91.3 0.4 Total lease payments 461.3 116.6 Less: interest 73.2 15.1 Present value of lease liabilities $ 388.1 $ 101.5 The weighted-average lease terms and discount rates were as follows: Lease Term and Discount Rate March 31, 2024 April 2, 2023 Weighted-average remaining lease term: Finance leases 4.6 years 4.3 years Operating leases 6.2 years 6.4 years Weighted-average discount rate: Finance leases 6.2 % 5.0 % Operating leases 5.2 % 4.7 % |
Employee Benefit and Stock Ince
Employee Benefit and Stock Incentive Plans | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [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 $4.9 million and $4.6 million for the three months ended March 31, 2024 and April 2, 2023, respectively. The Company’s Omnibus Equity Incentive Plan (the “2016 Plan”), which became effective on April 28, 2016, provided for the grant of awards in the form of stock options that may be either incentive stock options or non-qualified stock options; stock purchase rights; restricted stock; restricted stock units (“RSUs”); performance shares; performance stock units (“PSUs”); stock appreciation rights; dividend equivalents; deferred stock units (“DSUs”); or other stock-based awards. The Company also has outstanding stock-based awards under its stock incentive plan (“Stock Incentive Plan”), which commenced in May 2014 and terminated upon adoption of the 2016 Plan. However, awards previously granted under the Stock Incentive Plan were unaffected by the termination of the Stock Incentive Plan. At the 2020 Annual Meeting of Stockholders of the Company on May 13, 2020 (the “Effective Date”), the Company’s stockholders approved the Company’s 2020 Omnibus Equity Incentive Plan (the “2020 Plan”), which replaced the 2016 Plan. The 2020 Plan reserves 2,155,280 shares of the Company’s common stock for issuance under the 2020 Plan, consisting of 1,600,000 new shares plus 555,280 shares that were previously authorized for issuance under the 2016 Plan and that, as of the Effective Date, were not subject to outstanding awards. No further grants of awards will be made under the 2016 Plan; however, outstanding awards granted under the 2016 Plan will remain outstanding and will continue to be administered in accordance with the terms of the 2016 Plan and the applicable award agreements. Any shares covered by an award, or any portion thereof, granted under the 2020 Plan, 2016 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 2020 Plan, 2016 Plan, or Stock Incentive Plan will again be available for issuance. The aggregate number of shares that may be issued under the 2020 Plan is 2,155,280 shares of which 1,871,030 remain available as of March 31, 2024. Stock options and RSUs granted to employees vest over a four-year period at 25% per year. Stock options expire ten years after the date of grant. PSUs granted to employees vest upon the achievement of the performance conditions, over a three-year period, measured by the growth of the Company’s pre-tax income plus amortization relative to a select peer group, subject to adjustment based upon the application of a return on invested capital modifier. RSUs granted to non-employee directors vest at the earlier of the day preceding the next annual meeting of stockholders of the Company at which directors are elected or the first anniversary of the grant date, in each case, subject to the participant’s continued service as a director or other service provider (as applicable) from the grant date through such vesting date. Vested RSUs granted to non-employee directors settle into the Company’s common stock at the earlier to occur of the vesting date, termination of the director’s service on the Company’s Board of Directors, or until a change of control of the Company. Settlement may also be deferred at the director’s election until a specified date after the vesting date. DSUs granted to non-employee directors vest immediately but settlement is deferred until termination of the director’s service on the Company’s Board of Directors or until a change of control of the Company. In February 2023, the Company’s Human Resources and Compensation Committee approved amendments to the applicable equity award agreements governing the terms of the stock options, RSUs, and PSUs granted under the 2020 Plan. Pursuant to such amendments, all unvested stock options and RSUs granted to an associate after the effective date of the amendments under an applicable award agreement, as amended, will fully vest following the end of their employment, generally in four equal annual installments and expire in 10 years for stock options, if such associate’s combined age (minimum of 55 years of age) and completed years of employment with the Company (minimum of five years of service) equals 65 or more (the “Rule of 65”). The amendments did not alter any equity award agreements outstanding on or prior to the effective date or the pro-rated vesting schedule with respect to PSUs, other than to change the definition of retirement to reflect the Rule of 65. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model. Since the start of the 2023 Fiscal Year, expected volatilities are based on the historical volatility of the Company’s common stock. Prior to the 2023 Fiscal Year, expected volatilities were based on the historical equity volatility of comparable publicly traded companies. The change in estimate was due to the length of time the Company’s common stock had been publicly traded, which exceeded the expected term of the stock options at the start of the 2023 Fiscal Year. The expected term of stock options granted is derived from the output of the option valuation model and represents the period of time that stock options granted are expected to be outstanding. The risk-free rates utilized for periods throughout the contractual life of the stock options are based on the U.S. Treasury security yields at the time of grant. DSUs, RSUs, and PSUs have grant date fair values equal to the fair market value of the underlying stock on the date of grant. Share-based compensation expense is recognized in the financial statements based upon fair value on the date of grant. The compensation costs for stock options and RSUs are recognized on a straight-line basis over the requisite vesting periods. The Company recognizes compensation expense for PSUs when it is probable that the performance conditions will be achieved. The Company reassesses the probability of vesting at each reporting period and adjusts its compensation cost accordingly. A summary of stock-based compensation activities during the three months ended March 31, 2024 was as follows (in thousands): Stock Options RSUs DSUs PSUs Outstanding as of December 31, 2023 837.0 239.5 54.7 62.5 Granted — 114.2 — 51.9 Exercised/Vested/Settled (a) (71.6) (70.9) — — Expired or forfeited (0.6) (3.4) — (0.3) Outstanding as of March 31, 2024 764.8 279.4 54.7 114.1 ______________ (a) Does not include 25.1 thousand stock options and 47.0 thousand RSUs granted to retirement eligible associates under the Rule of 65. While these shares immediately vested, they have not been settled. The weighted average grant date fair value of awards granted were as follows: March 31, 2024 April 2, 2023 Stock options $ — $ 72.24 RSUs $ 157.66 $ 149.09 DSUs $ — $ — PSUs $ 157.57 $ 149.36 A summary of stock-based compensation expenses recognized during the periods was as follows (in millions): Three Months Ended March 31, 2024 April 2, 2023 Stock options (a) $ 0.8 $ 2.4 RSUs (a) 8.5 5.4 DSUs 0.1 0.1 PSUs 1.1 0.7 Total stock-based compensation $ 10.5 $ 8.6 ______________ (a) Stock-based compensation expense for the three months ended March 31, 2024 and April 2, 2023 included accelerated expense related to retirement eligible associates under the Rule of 65. These amounts on a net expense basis included $0.1 million related to stock options and $4.6 million related to RSUs for the three months ended March 31, 2024 and $1.5 million related to stock options and $2.5 million related to RSUs for the three months ended April 2, 2023. A summary of unrecognized stock-based compensation expense was as follows: March 31, 2024 December 31, 2023 Unrecognized Compensation Weighted Average Unrecognized Compensation Weighted Average Stock options $ 4.0 2.1 years $ 4.9 2.3 years RSUs $ 32.6 2.9 years $ 23.7 2.5 years DSUs $ 0.1 0.9 years $ 0.2 0.9 years PSUs $ 10.9 2.4 years $ 3.9 1.7 years |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt was as follows (in millions): March 31, 2024 December 31, 2023 ABL facility $ 83.6 $ 7.5 Term loans 368.7 369.6 Hybrid debt instruments 1.5 1.9 Total gross long-term debt 453.8 379.0 Less: unamortized debt issuance costs and discounts on debt (5.8) (6.1) Total debt $ 448.0 $ 372.9 Less: current portion (5.3) (5.3) Total long-term debt $ 442.7 $ 367.6 ABL Facility SiteOne Landscape Supply Holding, LLC (“Landscape Holding”) and SiteOne Landscape Supply, LLC (“Landscape” and together with Landscape Holding, the “Borrowers”), each an indirect wholly-owned subsidiary of the Company, are parties to the credit agreement dated December 23, 2013 (as amended by the First Amendment to the Credit Agreement, dated June 13, 2014, the Second Amendment to the Credit Agreement, dated January 26, 2015, the Third Amendment to the Credit Agreement, dated February 13, 2015, the Fourth Amendment to the Credit Agreement, dated October 20, 2015, the Omnibus Amendment to the Credit Agreement, dated May 24, 2017, the Sixth Amendment to the Credit Agreement, dated February 1, 2019, and the Seventh Amendment to the Credit Agreement, dated July 22, 2022, the “ABL Credit Agreement”) providing for an asset-based credit facility (the “ABL Facility”) of up to $600.0 million, subject to borrowing base availability. The ABL Facility is secured by a first lien on the inventory and receivables of the Borrowers. The ABL Facility is guaranteed by SiteOne Landscape Supply Bidco, Inc. (“Bidco”), an indirect wholly-owned subsidiary of the Company, and each direct and indirect wholly-owned U.S. restricted subsidiary of Landscape. The availability under the ABL Facility was $497.6 million and $578.2 million as of March 31, 2024 and December 31, 2023, 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 July 22, 2022, the Company, through its subsidiaries, entered into the Seventh Amendment to the ABL Credit Agreement (the “Seventh Amendment”). The Seventh Amendment amended and restated the ABL Credit Agreement in order to, among other things, (i) increase the aggregate principal amount of the commitments to $600.0 million, (ii) extend the final scheduled maturity of the revolving credit facility to July 22, 2027, (iii) establish an alternate rate of interest to the LIBOR rate, (iv) replace the administrative and collateral agent, and (v) make such other changes as agreed among the Borrowers and the lenders. Proceeds of the initial borrowings under the ABL Credit Agreement on the closing date of the Seventh Amendment were used, among other things, (i) to repay in full the loans outstanding under the ABL Credit Agreement immediately prior to the effectiveness of the Seventh Amendment, (ii) to pay fees and expenses related to the Seventh Amendment and the ABL Credit Agreement, and (iii) for working capital and other general corporate purposes. Loans under the ABL Credit Agreement bear interest, at Landscape Holding’s option, at either (i) an adjusted term SOFR rate equal to term SOFR plus 0.10% (subject to a floor of 0.00%) plus an applicable margin of 1.25% or 1.50% or (ii) an alternate base rate plus an applicable margin of 0.25% or 0.50%, in each case depending on the average daily excess availability under the ABL Credit Agreement, and in each case subject to a 0.125% reduction when the Consolidated First Lien Leverage Ratio (as defined in the ABL Credit Agreement) is less than 1.50:1.00. Additionally, undrawn commitments under the ABL Credit Agreement bear a commitment fee of 0.20% or 0.25%, depending on the average daily undrawn portion of the commitments under the ABL Credit Agreement. The interest rate on outstanding balances under the ABL Facility ranged from 6.54483% to 6.55167% as of March 31, 2024 and was 6.69508% as of December 31, 2023. The commitment fee on unfunded amounts was 0.25% and 0.25% as of March 31, 2024 and December 31, 2023, respectively. The ABL Facility is subject to mandatory prepayments if the outstanding loans and letters of credit exceed either the aggregate revolving commitments or the current borrowing base, in an amount equal to such excess. Additionally, the ABL Facility is subject to various covenants, including incurrence covenants that require the Company to meet minimum financial ratios, and additional borrowings and other corporate transactions may be limited by failure to meet 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 is secured by a first lien security interest over inventory and receivables and a second lien security interest over all other assets pledged as collateral. The ABL Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants are limited to the following: financial condition, fundamental changes, dividends and distributions, acquisitions, dispositions of 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, indebtedness, and liens. The negative covenants are subject to customary exceptions and also permit the payment of dividends and distributions, investments, permitted acquisitions, payments or redemptions of indebtedness under the Second Amended and Restated Credit Agreement, asset sales and mergers, consolidations, and sales of all or substantially all assets involving subsidiaries upon satisfaction of a “payment condition.” The payment condition is deemed satisfied upon 30-day specified excess availability and specified availability exceeding agreed upon thresholds and, in certain cases, the absence of specified events of default or known events of default and pro forma compliance with a consolidated fixed charge coverage ratio of 1.00 to 1.00. As of March 31, 2024, the Company was in compliance with all of the ABL Facility covenants. Term Loans The Borrowers entered into a syndicated senior term loan facility dated April 29, 2016, which was amended on November 23, 2016, May 24, 2017, December 12, 2017, and August 14, 2018. On March 23, 2021, the Borrowers entered into the Fifth Amendment to the Amended and Restated Credit Agreement (the “Fifth Amendment”), in order to, among other things, incur $325.0 million of term loans (the “New Term Loans”) which were used in part to prepay all of the existing term loans outstanding immediately prior to effectiveness of the Fifth Amendment (the “Tranche E Term Loans”). On March 27, 2023, Landscape Holding, as representative for the Borrowers, entered into the First Amendment to the Second Amended and Restated Credit Agreement (the “Sixth Amendment”), to implement a forward-looking interest rate based on SOFR in lieu of LIBOR. On July 12, 2023, Landscape Holding, as representative for the Borrowers, entered into the Increase Supplement (the “Increase Supplement”) to the Second Amended and Restated Credit Agreement, providing for an additional $120.0 million of New Term Loans. The New Term Loans are guaranteed by Bidco and each direct and indirect wholly-owned U.S. restricted subsidiary of Landscape. The New Term Loans are secured by a second lien security interest over inventory and receivables and a first lien security interest over all other assets pledged as collateral. The New Term Loans mature on March 23, 2028. Amendments of Term Loans On July 12, 2023, the Company, through its subsidiary, Landscape Holding, entered into the Increase Supplement by and between Landscape Holding, as borrower representative, and JPMorgan Chase Bank, N.A., as increasing lender (the “Increasing Lender”), to the Second Amended and Restated Credit Agreement. The Increase Supplement provided for an additional $120.0 million of New Term Loans and made such other changes to the Second Amended and Restated Credit Agreement as agreed between Landscape Holding and the Increasing Lender. Proceeds of the term loans borrowed pursuant to the Increase Supplement were used, among other things, to (i) repay certain loans outstanding under the ABL Facility and (ii) pay fees and expenses related to the Increase Supplement. The maturity date of the New Term Loans of March 23, 2028 did not change as a result of the Increase Supplement. On March 27, 2023, the Company, through its subsidiary, Landscape Holding, entered into the Sixth Amendment, which amended the Second Amended and Restated Credit Agreement to implement a forward-looking interest rate based on SOFR in lieu of LIBOR. The New Term Loans bear interest, at Landscape Holding’s option, at either (i) an adjusted Term SOFR rate plus an applicable margin equal to 2.00% (with a Term SOFR floor of 0.50% on initial term loans and 0.00% on all other term loans) or (ii) an alternative base rate plus an applicable margin equal to 1.00%. Voluntary prepayments of the New Term Loans are permitted at any time, in minimum principal amounts, without premium or penalty, unless in connection with certain repricing transactions that occurred within the first 12 months after the date of the initial funding of the New Term Loans. The interest rate on the outstanding balance of the New Term Loans was 7.44464% as of March 31, 2024. On March 23, 2021, the Company, through its subsidiaries, entered into the Fifth Amendment, by and among the Borrowers, JPMorgan Chase Bank, N.A. (the “New Agent”), as administrative agent and collateral agent, the several banks and other financial institutions party thereto, and certain other parties party thereto from time to time. The Fifth Amendment amended and restated the Amended and Restated Credit Agreement, dated as of April 29, 2016, among the Borrowers, the lenders from time to time party thereto, and UBS AG, Stamford Branch (the “Existing Agent”) as administrative agent and collateral agent (as amended prior to March 23, 2021, the “Existing Credit Agreement” and, as so amended and restated pursuant to the Fifth Amendment, the “Second Amended and Restated Credit Agreement”) in order to, among other things, (i) incur $325.0 million of term loans, (ii) replace the Existing Agent as administrative and collateral agent with the New Agent, and (iii) make such other changes in the Second Amended and Restated Credit Agreement as agreed among the Borrowers and the lenders. Proceeds of the New Term Loans were used, among other things, (i) to repay in full the Tranche E Term Loans outstanding under the Existing Credit Agreement immediately prior to effectiveness of the Fifth Amendment, (ii) to pay fees and expenses related to the Fifth Amendment and the Second Amended and Restated Credit Agreement, and (iii) for working capital and other general corporate purposes. The Second Amended and Restated Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants. 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, and lines of business. The negative covenants are subject to exceptions customary for transactions of the type. The New Term Loans are payable in consecutive quarterly installments equal to 0.25% of the aggregate initial principal amount of the New Term Loans until the maturity date. In addition, the New Term Loans are subject to annual mandatory prepayments in an amount equal to 50% of excess cash flow, as defined in the Second Amended and Restated Credit Agreement for the applicable fiscal year if 50% of excess cash flow exceeds $15.0 million and the secured leverage ratio is greater than 3.00 to 1.00. There are also mandatory prepayments with the proceeds of certain asset sales and from the issuance of debt not permitted to be incurred under the Second Amended and Restated Credit Agreement. As of March 31, 2024, the Company was in compliance with all of the Second Amended and Restated Credit Agreement covenants. Interest Expense During the three months ended March 31, 2024, the Company incurred total interest expense of $6.7 million, of which $5.2 million related to interest on the ABL Facility and the term loans. Debt issuance costs and discounts are amortized as interest expense over the life of the debt. Amortization expense related to debt issuance costs and discounts was $0.3 million for the three months ended March 31, 2024. The remaining $1.2 million of interest expense is primarily related to interest attributable to finance leases, partially offset by interest income for the three months ended March 31, 2024. During the three months ended April 2, 2023, the Company incurred total interest expense of $6.9 million, of which $5.9 million related to interest on the ABL Facility and the term loans. Debt issuance costs and discounts are amortized as interest expense over the life of the debt. Amortization expense related to debt issuance costs and discounts was $0.3 million for the three months ended April 2, 2023. The remaining $0.7 million of interest expense is primarily related to interest attributable to finance leases, partially offset by interest income for the three months ended April 2, 2023. Hybrid Debt Instruments During the first quarter of 2021, the Company reclassified $5.9 million from Accrued liabilities and Other long-term liabilities to long-term debt with $1.5 million classified as Long-term debt, current portion and $4.4 million classified as Long-term debt, less current portion on its Consolidated Balance Sheets for the interest rate swap arrangements executed on March 23, 2021 that were determined to be hybrid debt instruments containing embedded at-market swap derivatives. As of March 31, 2024, the outstanding amount of $1.5 million was classified as Long-term debt, current portion on the Company’s Consolidated Balance Sheets. Refer to “ Note 4 . Fair Value Measurement and Interest Rate Swaps” for additional information regarding interest rate swaps and hybrid debt instruments. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate was approximately 33.4% for the three months ended March 31, 2024 and approximately 37.5% for the three months ended April 2, 2023. The change in the effective rate was primarily due to an increase in the amount of excess tax benefits from stock-based compensation recognized as a component of Income tax benefit in the Company’s Consolidated Statements of Operations. The Company recognized excess tax benefits of $2.3 million for the three months ended March 31, 2024, and $0.8 million for the three months ended April 2, 2023. The Company’s effective tax rate differs from its statutory rate based on a variety of factors, including overall profitability, the geographical mix of income taxes, and the related tax rates in the jurisdictions in which it operates. The Company provides a valuation allowance against deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The assessment considers all available positive and negative evidence and is measured quarterly. The Company maintains a valuation allowance against certain state deferred tax assets where sufficient negative evidence exists to require a valuation allowance. During the three months ended March 31, 2024 and April 2, 2023, the Company recorded no material increases or decreases to the valuation allowance against deferred tax assets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Environmental Liability As part of the sale by LESCO, Inc. of its manufacturing assets in 2005, the Company retained the environmental liability associated with those assets. Remediation activities can vary substantially in duration and cost and it is difficult to develop precise estimates of future site remediation costs. The Company recorded in Other long-term liabilities the undiscounted cost estimate of future remediation efforts of $3.9 million and $3.9 million as of March 31, 2024 and December 31, 2023, respectively. As part of the CD&R Acquisition, Deere agreed to pay the first $2.5 million of the liability and the Company’s exposure is capped at $2.4 million. The Company has recorded an indemnification asset in Other assets against the liability as a result of these actions of $1.5 million and $1.5 million as of March 31, 2024 and December 31, 2023, respectively. Letters of Credit As of March 31, 2024 and December 31, 2023, outstanding letters of credit were $18.8 million and $14.3 million, respectively. There were no amounts drawn on the letters of credit for either period presented. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company computes basic earnings (loss) per share (“EPS”) by dividing Net income (loss) attributable to common shares by the weighted average number of common shares outstanding for the period. The Company includes vested RSUs, DSUs, and PSUs that have not been settled in common shares in the basic weighted average number of common shares calculation. The Company’s computation of diluted EPS reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock, which include in-the-money outstanding stock options and RSUs. PSUs are excluded from the calculation of dilutive potential common shares until the performance conditions have been achieved on the basis of the assumption that the end of the reporting period was the end of the contingency period, if such shares issuable are dilutive. Using the treasury stock method, the effect of dilutive securities includes the additional shares of common stock that would have been outstanding based on the assumption that these potentially dilutive securities had been issued. The treasury stock method assumes proceeds from the exercise price of stock options and the unamortized compensation expense of RSUs and stock options are used to repurchase common shares at the average market price during the period, thus reducing the dilutive effect. RSUs and stock options with assumed proceeds per unit above the Company’s average share price for the periods presented are excluded from the diluted EPS calculation because the effect is anti-dilutive. The following table sets forth the computation of the weighted average number of diluted common shares outstanding for the three months ended March 31, 2024 and April 2, 2023: Three Months Ended March 31, 2024 April 2, 2023 Shares used in the computation of basic earnings per share 45,263,984 45,045,851 Effect of dilutive securities: Stock options — — RSUs and PSUs — — DSUs — — Shares used in the computation of diluted earnings per share (a) 45,263,984 45,045,851 ______________ (a) The shares used in the computation of diluted EPS do not give effect to any dilutive securities for the three months ended March 31, 2024 and April 2, 2023 as its inclusion would have the effect of decreasing the Net loss per common share. The diluted earnings per common share calculation for the three months ended March 31, 2024 and April 2, 2023 excluded the effect of 1,042,007 and 1,253,714 potential shares of common stock, respectively, because the assumed exercises of a portion of the Company’s employee stock options and RSUs were anti-dilutive. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In April 2024, the Company acquired the assets and assumed the liabilities of Eggemeyer Land Clearing, LLC (“Eggemeyer”). With one location in New Braunfels, Texas, Eggemeyer is a wholesale distributor of bulk landscape supplies to landscape professionals. In April 2024, the Company entered into a joint venture agreement with Devil Mountain Wholesale Nursery, LLC (“Devil Mountain”), pursuant to which it acquired a 75% ownership interest in Devil Mountain. The agreement contains separate put and call options whereby the remaining 25% ownership interest in Devil Mountain may be sold to the Company through the exercise of the joint venture partner’s put option or purchased by the Company through the exercise of the Company’s call option. With eight wholesale nursery distribution branches and six growing facilities across California, Devil Mountain is a wholesale distributor of landscape trees and plants to landscape professionals. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (19.3) | $ (4.5) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Financial Statement Presentation | Basis of Financial Statement Presentation The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as applicable to interim financial reporting. In management’s opinion, the unaudited financial information for the interim periods presented includes all adjustments, consisting of normal recurring accruals necessary for a fair statement of the financial position, results of operations, and cash flows. Certain information and disclosures normally included in the Company’s annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2023. The interim period unaudited financial results for the three-month periods presented are not necessarily indicative of results to be expected for any other interim period or for the entire year. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and accompanying notes. Actual results could differ from these estimates. |
Fiscal Year | Fiscal Year The Company’s fiscal year is a 52- or 53-week period ending on the Sunday nearest to December 31. The fiscal years ending December 29, 2024 (the “2024 Fiscal Year”) and December 31, 2023 (the “2023 Fiscal Year”) both include 52 weeks. Additionally, the Company’s fiscal quarters end on the Sunday nearest to March 31, June 30, and September 30, respectively. The three months ended March 31, 2024 and April 2, 2023 both include 13 weeks. |
Principles of Consolidation | Principles of Consolidation The Company’s consolidated financial statements include the assets and liabilities used in operating the Company’s business, including entities in which the Company owns or controls more than 50% of the voting shares. All of the Company’s subsidiaries are wholly owned. All intercompany balances and transactions have been eliminated in consolidation. |
Recently Issued and Adopted Accounting Pronouncements/Accounting Pronouncements Issued But Not Yet Adopted | Recently Issued and Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contact Liabilities from Contracts with Customers” (“ASU 2021-08”). The guidance requires an acquirer in a business combination to recognize and measure contract assets and liabilities in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) rather than at fair value. The Company adopted ASU 2021-08 on a prospective basis when it became effective in the first quarter of the 2023 Fiscal Year. The adoption of ASU 2021-08 did not have a material impact on the Company’s consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”), as amended in January 2021 by ASU 2021-01, “Reference Rate Reform (Topic 848): Scope” (“ASU 2021-01”), and in December 2022 by ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848” (“ASU 2022-06”). • ASU 2020-04 provided optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria were met. • ASU 2021-01 amended the scope of the guidance in ASU 2020-04 on the facilitation of the effects of reference rate reform on financial reporting. The amendments in ASU 2021-01 clarified that “certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting can apply to derivatives that are affected by the discounting transition”. These amendments applied only to contracts and hedging relationships that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. The expedients are applicable to contract modifications made and hedging relationships entered into on or before December 31, 2022. The guidance was permitted to be elected over time as reference rate reform activities occurred. • ASU 2022-06 deferred the expiration date of the reference rate reform relief guidance provided by ASU 2020-04 and ASU 2021-01 to December 31, 2024. In July 2023, the FASB issued ASU 2023-03, “ Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718)” (“ASU 2023-03”) . This ASU amends or supersedes various SEC paragraphs in the Accounting Standards Codification to primarily reflect the issuance of Staff Accounting Bulletin No. 120. ASU 2023-03 provides clarifying guidance related to employee and non-employee share-based payment accounting, including guidance to companies issuing share-based awards shortly before announcing material, nonpublic information to consider such material nonpublic information to adjust observable market prices if the release of material nonpublic information is expected to affect the share price. ASU 2023-03 does not provide new guidance so there is no transition or effective date associated with it. Therefore, these updates were immediately effective. The adoption of ASU 2023-03 did not have a material impact on the Company’s consolidated financial statements and related disclosures. Accounting Pronouncements Issued But Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ” (“ASU 2023-07”), which expands reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 requires disclosure of (i) significant segment expenses that are regularly provided to the CODM and included within the segment measure of profit or loss, (ii) an amount and description of its composition for other segment items to reconcile to segment profit or loss, and (iii) the title and position of the Company’s CODM. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard will be effective on a retrospective basis for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the segment disclosure impact of the amended guidance; however, ASU 2023-07 is not expected to have a material impact on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures ” (“ASU 2023-09”). The amendments in ASU 2023-09 require public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. The new standard will be effective on a prospective basis for fiscal years beginning after December 15, 2024 and interim periods therein, with early adoption permitted. The Company is currently evaluating the amended guidance and does not expect the adoption to have a material impact on its consolidated financial statements and related disclosures. |
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, 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 from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Net Sales Disaggregated By Product Category | The following table presents Net sales disaggregated by product category (in millions): Three Months Ended March 31, 2024 April 2, 2023 Landscaping products (a) $ 670.8 $ 636.9 Agronomic and other products (b) 234.0 200.5 $ 904.8 $ 837.4 ______________ (a) Landscaping products include irrigation supplies, hardscapes, landscape accessories, nursery goods, and outdoor lighting. (b) Agronomic and other products include fertilizer, control products, ice melt, equipment, and other products. |
Fair Value Measurement and In_2
Fair Value Measurement and Interest Rate Swaps (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures and Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Swap Contracts | The following table provides additional details related to the swap contracts designated as hedging instruments as of March 31, 2024: Derivatives designated as hedging instruments Inception Date Amended Effective Date Maturity Date Notional Amount Fixed Interest Rate Type of Hedge Interest rate swap 7 March 23, 2021 March 31, 2023 March 23, 2025 $ 50.0 0.73300 % Cash flow Interest rate swap 8 March 23, 2021 March 31, 2023 March 23, 2025 $ 90.0 0.74300 % Cash flow Interest rate swap 9 March 23, 2021 March 31, 2023 March 23, 2025 $ 70.0 0.75424 % Cash flow The following table provides additional details related to interest rate swap 3, which was designated as a hedging instrument and terminated upon maturity on January 14, 2024: Derivatives designated as hedging instruments Inception Date Amended Effective Date Maturity Date Notional Amount Fixed Interest Rate Type of Hedge Interest rate swap 3 December 17, 2018 April 14, 2023 January 14, 2024 $ 34.0 2.73040% Cash flow Derivative Assets March 31, 2024 December 31, 2023 Derivatives designated as hedging instruments Balance Sheet Location Fair Value Balance Sheet Location Fair Value Interest rate contracts Prepaid expenses and other current assets $ 8.7 Prepaid expenses and other current assets $ 8.4 Other assets — Other assets 1.3 Total derivative assets $ 8.7 $ 9.7 |
Schedule of Pre-tax Amounts of Derivatives Designated as Cash Flow Hedges in AOCI | The table below provides details regarding pre-tax amounts in AOCI and gain (loss) reclassified into income for derivatives designated as cash flow hedges for the three months ended March 31, 2024 and April 2, 2023 (in millions): Three Months Ended March 31, 2024 April 2, 2023 Derivatives in Cash Flow Hedging Relationships Gain (Loss) Recorded in OCI Classification of Gain (Loss) Reclassified from AOCI into Income Gain (Loss) Reclassified from Gain (Loss) Recorded in OCI Classification of Gain (Loss) Reclassified from AOCI into Income Gain (Loss) Reclassified from Interest rate contracts $ 1.5 Interest and other non-operating expenses, net $ 2.5 $ (0.8) Interest and other non-operating expenses, net $ 1.9 The table below provides details regarding gain (loss) reclassified from AOCI into income for derivatives not designated as hedging instruments for the three months ended March 31, 2024 and April 2, 2023 (in millions): Three Months Ended Gain (Loss) Reclassified from AOCI into Income Derivatives not designated as hedging instruments Location of Gain (Loss) March 31, 2024 April 2, 2023 Interest rate contracts Interest and other non-operating expenses, net $ — $ (0.1) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following (in millions): March 31, 2024 December 31, 2023 Land $ 13.2 $ 13.2 Buildings and leasehold improvements: Buildings 8.4 8.4 Leasehold improvements 58.6 55.7 Branch equipment 118.5 121.5 Office furniture and fixtures and vehicles: Office furniture and fixtures 30.5 30.4 Vehicles 75.4 77.5 Finance lease right-of-use assets 166.6 151.0 Mineral rights 2.2 2.2 Construction in progress 16.5 14.0 Total property and equipment, gross 489.9 473.9 Less: accumulated depreciation and amortization 237.8 224.5 Property and equipment, net $ 252.1 $ 249.4 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill were as follows (in millions): January 1, 2024 January 2, 2023 to March 31, 2024 to December 31, 2023 Beginning balance $ 485.5 $ 411.9 Goodwill acquired during the period — 75.4 Goodwill adjusted during the period (0.3) (1.8) Ending balance $ 485.2 $ 485.5 |
Schedule of Components of Intangible Assets | The following table summarizes the components of intangible assets (in millions, except weighted average remaining useful life): March 31, 2024 December 31, 2023 Weighted Average Remaining Useful Life Amount Accumulated Amortization Net Amount Accumulated Amortization Net Customer relationships 16.7 years $ 553.1 $ 308.8 $ 244.3 $ 551.8 $ 295.7 $ 256.1 Trademarks and other 3.2 years 49.3 26.7 22.6 49.5 24.8 24.7 Total intangibles $ 602.4 $ 335.5 $ 266.9 $ 601.3 $ 320.5 $ 280.8 |
Schedule of Future Amortization Expense | Total future amortization estimated as of March 31, 2024 is as follows (in millions): Fiscal year ending: 2024 (remainder) $ 41.7 2025 47.0 2026 38.5 2027 30.1 2028 22.9 Thereafter 86.7 Total future amortization $ 266.9 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Lease Costs | The components of lease expense were as follows (in millions): Three Months Ended Lease Cost Classification March 31, 2024 April 2, 2023 Finance lease cost: Amortization of right-of-use assets Selling, general and administrative expenses $ 6.2 $ 4.2 Interest on lease liabilities Interest and other non-operating expenses, net 1.4 0.8 Operating lease cost Cost of goods sold 2.0 1.7 Operating lease cost Selling, general and administrative expenses 24.3 20.4 Short-term lease cost Selling, general and administrative expenses 0.9 0.8 Variable lease cost Selling, general and administrative expenses 0.9 0.4 Sublease income Selling, general and administrative expenses (0.2) (0.2) Total lease cost $ 35.5 $ 28.1 Supplemental cash flow information related to leases was as follows (in millions): Three Months Ended Other Information March 31, 2024 April 2, 2023 Cash paid for amounts included in the measurements of lease liabilities: Operating cash flows from finance leases $ 1.4 $ 0.8 Operating cash flows from operating leases $ 27.4 $ 22.2 Financing cash flows from finance leases $ 5.8 $ 3.9 Right-of-use assets obtained in exchange for new lease liabilities: Finance leases $ 15.8 $ 8.7 Operating leases $ 12.6 $ 49.8 The weighted-average lease terms and discount rates were as follows: Lease Term and Discount Rate March 31, 2024 April 2, 2023 Weighted-average remaining lease term: Finance leases 4.6 years 4.3 years Operating leases 6.2 years 6.4 years Weighted-average discount rate: Finance leases 6.2 % 5.0 % Operating leases 5.2 % 4.7 % |
Schedule of Future Lease Payments for Operating Leases | The aggregate future lease payments for operating and finance leases as of March 31, 2024 were as follows (in millions): Maturity of Lease Liabilities Operating Leases Finance Leases Fiscal year: 2024 (remainder) $ 69.4 $ 22.1 2025 88.6 26.7 2026 72.5 23.6 2027 58.7 19.8 2028 46.3 16.0 2029 34.5 8.0 Thereafter 91.3 0.4 Total lease payments 461.3 116.6 Less: interest 73.2 15.1 Present value of lease liabilities $ 388.1 $ 101.5 |
Schedule of Future Lease Payments for Finance Leases | The aggregate future lease payments for operating and finance leases as of March 31, 2024 were as follows (in millions): Maturity of Lease Liabilities Operating Leases Finance Leases Fiscal year: 2024 (remainder) $ 69.4 $ 22.1 2025 88.6 26.7 2026 72.5 23.6 2027 58.7 19.8 2028 46.3 16.0 2029 34.5 8.0 Thereafter 91.3 0.4 Total lease payments 461.3 116.6 Less: interest 73.2 15.1 Present value of lease liabilities $ 388.1 $ 101.5 |
Employee Benefit and Stock In_2
Employee Benefit and Stock Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of stock-based compensation activities during the three months ended March 31, 2024 was as follows (in thousands): Stock Options RSUs DSUs PSUs Outstanding as of December 31, 2023 837.0 239.5 54.7 62.5 Granted — 114.2 — 51.9 Exercised/Vested/Settled (a) (71.6) (70.9) — — Expired or forfeited (0.6) (3.4) — (0.3) Outstanding as of March 31, 2024 764.8 279.4 54.7 114.1 ______________ (a) Does not include 25.1 thousand stock options and 47.0 thousand RSUs granted to retirement eligible associates under the Rule of 65. While these shares immediately vested, they have not been settled. The weighted average grant date fair value of awards granted were as follows: March 31, 2024 April 2, 2023 Stock options $ — $ 72.24 RSUs $ 157.66 $ 149.09 DSUs $ — $ — PSUs $ 157.57 $ 149.36 |
Summary of DSU Activity | A summary of stock-based compensation activities during the three months ended March 31, 2024 was as follows (in thousands): Stock Options RSUs DSUs PSUs Outstanding as of December 31, 2023 837.0 239.5 54.7 62.5 Granted — 114.2 — 51.9 Exercised/Vested/Settled (a) (71.6) (70.9) — — Expired or forfeited (0.6) (3.4) — (0.3) Outstanding as of March 31, 2024 764.8 279.4 54.7 114.1 ______________ (a) Does not include 25.1 thousand stock options and 47.0 thousand RSUs granted to retirement eligible associates under the Rule of 65. While these shares immediately vested, they have not been settled. The weighted average grant date fair value of awards granted were as follows: March 31, 2024 April 2, 2023 Stock options $ — $ 72.24 RSUs $ 157.66 $ 149.09 DSUs $ — $ — PSUs $ 157.57 $ 149.36 |
Summary of PSU Activity | A summary of stock-based compensation activities during the three months ended March 31, 2024 was as follows (in thousands): Stock Options RSUs DSUs PSUs Outstanding as of December 31, 2023 837.0 239.5 54.7 62.5 Granted — 114.2 — 51.9 Exercised/Vested/Settled (a) (71.6) (70.9) — — Expired or forfeited (0.6) (3.4) — (0.3) Outstanding as of March 31, 2024 764.8 279.4 54.7 114.1 ______________ (a) Does not include 25.1 thousand stock options and 47.0 thousand RSUs granted to retirement eligible associates under the Rule of 65. While these shares immediately vested, they have not been settled. The weighted average grant date fair value of awards granted were as follows: March 31, 2024 April 2, 2023 Stock options $ — $ 72.24 RSUs $ 157.66 $ 149.09 DSUs $ — $ — PSUs $ 157.57 $ 149.36 |
Summary of RSU Activity | A summary of stock-based compensation activities during the three months ended March 31, 2024 was as follows (in thousands): Stock Options RSUs DSUs PSUs Outstanding as of December 31, 2023 837.0 239.5 54.7 62.5 Granted — 114.2 — 51.9 Exercised/Vested/Settled (a) (71.6) (70.9) — — Expired or forfeited (0.6) (3.4) — (0.3) Outstanding as of March 31, 2024 764.8 279.4 54.7 114.1 ______________ (a) Does not include 25.1 thousand stock options and 47.0 thousand RSUs granted to retirement eligible associates under the Rule of 65. While these shares immediately vested, they have not been settled. The weighted average grant date fair value of awards granted were as follows: March 31, 2024 April 2, 2023 Stock options $ — $ 72.24 RSUs $ 157.66 $ 149.09 DSUs $ — $ — PSUs $ 157.57 $ 149.36 |
Summary of Stock-based Compensation Expense Recognized | A summary of stock-based compensation expenses recognized during the periods was as follows (in millions): Three Months Ended March 31, 2024 April 2, 2023 Stock options (a) $ 0.8 $ 2.4 RSUs (a) 8.5 5.4 DSUs 0.1 0.1 PSUs 1.1 0.7 Total stock-based compensation $ 10.5 $ 8.6 ______________ (a) Stock-based compensation expense for the three months ended March 31, 2024 and April 2, 2023 included accelerated expense related to retirement eligible associates under the Rule of 65. These amounts on a net expense basis included $0.1 million related to stock options and $4.6 million related to RSUs for the three months ended March 31, 2024 and $1.5 million related to stock options and $2.5 million related to RSUs for the three months ended April 2, 2023. |
Summary of Unrecognized Stock-based Compensation Expense | A summary of unrecognized stock-based compensation expense was as follows: March 31, 2024 December 31, 2023 Unrecognized Compensation Weighted Average Unrecognized Compensation Weighted Average Stock options $ 4.0 2.1 years $ 4.9 2.3 years RSUs $ 32.6 2.9 years $ 23.7 2.5 years DSUs $ 0.1 0.9 years $ 0.2 0.9 years PSUs $ 10.9 2.4 years $ 3.9 1.7 years |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt was as follows (in millions): March 31, 2024 December 31, 2023 ABL facility $ 83.6 $ 7.5 Term loans 368.7 369.6 Hybrid debt instruments 1.5 1.9 Total gross long-term debt 453.8 379.0 Less: unamortized debt issuance costs and discounts on debt (5.8) (6.1) Total debt $ 448.0 $ 372.9 Less: current portion (5.3) (5.3) Total long-term debt $ 442.7 $ 367.6 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share, Basic and Diluted | The following table sets forth the computation of the weighted average number of diluted common shares outstanding for the three months ended March 31, 2024 and April 2, 2023: Three Months Ended March 31, 2024 April 2, 2023 Shares used in the computation of basic earnings per share 45,263,984 45,045,851 Effect of dilutive securities: Stock options — — RSUs and PSUs — — DSUs — — Shares used in the computation of diluted earnings per share (a) 45,263,984 45,045,851 ______________ (a) The shares used in the computation of diluted EPS do not give effect to any dilutive securities for the three months ended March 31, 2024 and April 2, 2023 as its inclusion would have the effect of decreasing the Net loss per common share. |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2024 USD ($) location shares | Oct. 20, 2022 USD ($) | |
Concentration Risk [Line Items] | ||
Number of stores (over) | location | 690 | |
Stock repurchase program, authorized amount | $ 400,000,000 | |
Stock repurchase (in shares) | shares | 0 | |
Share repurchase authorization | $ 363,600,000 | |
Geographic Concentration Risk | Sales | Canada | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (less than) | 2% | |
Geographic Concentration Risk | Total Assets | Canada | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (less than) | 3% |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Summary of Net Sales Disaggregated By Product Category (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 904.8 | $ 837.4 |
Landscaping products | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 670.8 | 636.9 |
Agronomic and other products | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 234 | $ 200.5 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Remaining Performance Obligation (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 11.5 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Contract liabilities | $ 11.5 | $ 12.4 |
Revenue recognized | $ 4.6 |
Acquisitions (Details)
Acquisitions (Details) $ in Millions | 3 Months Ended | ||||||
Mar. 31, 2024 acquisition location | Apr. 02, 2023 USD ($) | Dec. 31, 2023 location | Aug. 31, 2023 location | Jul. 31, 2023 location | May 31, 2023 location | Mar. 31, 2023 location | |
Business Acquisition [Line Items] | |||||||
Number of acquisitions | acquisition | 0 | ||||||
Aggregate purchase price | $ | $ 31.8 | ||||||
Deferred contingent consideration | $ | $ 3.5 | ||||||
Number of locations | 690 | ||||||
Newsom Seed | |||||||
Business Acquisition [Line Items] | |||||||
Number of locations | 2 | ||||||
JMJ Organics | |||||||
Business Acquisition [Line Items] | |||||||
Number of locations | 5 | ||||||
Regal | |||||||
Business Acquisition [Line Items] | |||||||
Number of locations | 1 | ||||||
Pioneer | Colorado | |||||||
Business Acquisition [Line Items] | |||||||
Number of locations | 18 | ||||||
Pioneer | Arizona | |||||||
Business Acquisition [Line Items] | |||||||
Number of locations | 16 | ||||||
Timothy’s | |||||||
Business Acquisition [Line Items] | |||||||
Number of locations | 1 | ||||||
New England Silica | |||||||
Business Acquisition [Line Items] | |||||||
Number of locations | 1 | ||||||
Hickory Hill Farm & Garden, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Number of locations | 1 | ||||||
Link Outdoor Lighting Distributors | |||||||
Business Acquisition [Line Items] | |||||||
Number of locations | 4 | ||||||
Adams Wholesale Supply | |||||||
Business Acquisition [Line Items] | |||||||
Number of locations | 3 | ||||||
Triangle Landscape Supplies, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Number of locations | 4 | ||||||
J&J Materials Corp | |||||||
Business Acquisition [Line Items] | |||||||
Number of locations | 5 |
Fair Value Measurement and In_3
Fair Value Measurement and Interest Rate Swaps - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Interest rate contracts | ||
Derivative [Line Items] | ||
Amount to be reclassified to earnings during the next twelve months | $ 6.5 | |
SOFR | Interest rate swap 7 | ||
Derivative [Line Items] | ||
Derivative, floor interest rate | 0.23839% | |
SOFR | Interest rate swap 8 | ||
Derivative [Line Items] | ||
Derivative, floor interest rate | 0.23839% | |
SOFR | Interest rate swap 9 | ||
Derivative [Line Items] | ||
Derivative, floor interest rate | 0.23839% |
Fair Value Measurement and In_4
Fair Value Measurement and Interest Rate Swaps - Interest Rate Swap Contracts (Details) - Derivatives designated as hedging instruments - USD ($) $ in Millions | Mar. 31, 2024 | Jan. 14, 2024 | Dec. 31, 2023 |
Interest rate contracts | |||
Derivative [Line Items] | |||
Fair value of hedge assets | $ 8.7 | $ 9.7 | |
Interest rate contracts | Prepaid expenses and other current assets | |||
Derivative [Line Items] | |||
Fair value of hedge assets | 8.7 | 8.4 | |
Interest rate contracts | Other assets | |||
Derivative [Line Items] | |||
Fair value of hedge assets | 0 | $ 1.3 | |
Interest rate swap 7 | |||
Derivative [Line Items] | |||
Notional Amount | $ 50 | ||
Fixed Interest Rate | 0.733% | ||
Interest rate swap 8 | |||
Derivative [Line Items] | |||
Notional Amount | $ 90 | ||
Fixed Interest Rate | 0.743% | ||
Interest rate swap 9 | |||
Derivative [Line Items] | |||
Notional Amount | $ 70 | ||
Fixed Interest Rate | 0.75424% | ||
Interest rate swap 3 | |||
Derivative [Line Items] | |||
Notional Amount | $ 34 | ||
Fixed Interest Rate | 2.7304% |
Fair Value Measurement and In_5
Fair Value Measurement and Interest Rate Swaps - Pre-tax Amounts of Derivatives Designated as Cash Flow Hedges in AOCI (Details) - Interest rate swaps - Interest and other non-operating expenses, net - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Derivatives designated as hedging instruments | ||
Derivative [Line Items] | ||
Gain (Loss) Recorded in OCI | $ 1.5 | $ (0.8) |
Gain (Loss) Reclassified from AOCI into Income | 2.5 | 1.9 |
Derivatives not designated as hedging instruments | ||
Derivative [Line Items] | ||
Gain (Loss) Reclassified from AOCI into Income | $ 0 | $ (0.1) |
Property and Equipment, Net - S
Property and Equipment, Net - Summary (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Finance lease right-of-use assets | $ 166.6 | $ 151 |
Total property and equipment, gross | 489.9 | 473.9 |
Less: accumulated depreciation and amortization | 237.8 | 224.5 |
Property and equipment, net | 252.1 | 249.4 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 13.2 | 13.2 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 8.4 | 8.4 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 58.6 | 55.7 |
Branch equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 118.5 | 121.5 |
Office furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 30.5 | 30.4 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 75.4 | 77.5 |
Mineral rights | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2.2 | 2.2 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 16.5 | $ 14 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Apr. 02, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||
Amortization of finance lease right-of-use assets and depreciation | $ 16.9 | $ 15.5 | |
Capitalized software costs | 19.7 | $ 19.7 | |
Accumulated amortization of capitalized software | 11.7 | $ 11.1 | |
Amortization of software costs | $ 0.6 | $ 0.2 | |
Capitalized software | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life (in years) | 3 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 485.5 | $ 411.9 |
Goodwill acquired during the period | 0 | 75.4 |
Goodwill adjusted during the period | (0.3) | (1.8) |
Ending balance | $ 485.2 | $ 485.5 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Summary of the Components of Intangible Assets (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Amount | $ 602.4 | $ 601.3 |
Accumulated Amortization | 335.5 | 320.5 |
Net | $ 266.9 | 280.8 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 16 years 8 months 12 days | |
Amount | $ 553.1 | 551.8 |
Accumulated Amortization | 308.8 | 295.7 |
Net | $ 244.3 | 256.1 |
Trademarks and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 3 years 2 months 12 days | |
Amount | $ 49.3 | 49.5 |
Accumulated Amortization | 26.7 | 24.8 |
Net | $ 22.6 | $ 24.7 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 1.2 | $ 15.9 |
Amortization of intangible assets | 15.4 | 15.1 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | 1.3 | 15.8 |
Adjustments to purchase price allocations | $ 1.3 | 2.5 |
Change in intangible assets, additions | 13.3 | |
Weighted average useful life | 20 years | |
Trademarks and other | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ (0.1) | 0.1 |
Adjustments to purchase price allocations | $ (0.1) | (1) |
Change in intangible assets, additions | $ 1.1 | |
Weighted average useful life | 5 years |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Total Future Amortization (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 (remainder) | $ 41.7 | |
2025 | 47 | |
2026 | 38.5 | |
2027 | 30.1 | |
2028 | 22.9 | |
Thereafter | 86.7 | |
Net | $ 266.9 | $ 280.8 |
Leases - Additional Information
Leases - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 renewal_option | |
Lease cost | |
Number of renewal options (or more) | 1 |
Minimum | |
Lease cost | |
Lease renewal term | 1 year |
Maximum | |
Lease cost | |
Lease renewal term | 5 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Finance lease cost: | ||
Amortization of right-of-use assets | $ 6.2 | $ 4.2 |
Interest on lease liabilities | 1.4 | 0.8 |
Short-term lease cost | 0.9 | 0.8 |
Variable lease cost | 0.9 | 0.4 |
Sublease income | (0.2) | (0.2) |
Total lease cost | 35.5 | 28.1 |
Cost of goods sold | ||
Finance lease cost: | ||
Operating lease cost | 2 | 1.7 |
Selling, general and administrative expenses | ||
Finance lease cost: | ||
Operating lease cost | $ 24.3 | $ 20.4 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Cash paid for amounts included in the measurements of lease liabilities: | ||
Operating cash flows from finance leases | $ 1.4 | $ 0.8 |
Operating cash flows from operating leases | 27.4 | 22.2 |
Financing cash flows from finance leases | 5.8 | 3.9 |
Right-of-use assets obtained in exchange for new lease liabilities: | ||
Finance leases | 15.8 | 8.7 |
Operating leases | $ 12.6 | $ 49.8 |
Leases - Future Lease Payments
Leases - Future Lease Payments for Operating and Finance Leases (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Operating Leases | |
2024 (remainder) | $ 69.4 |
2025 | 88.6 |
2026 | 72.5 |
2027 | 58.7 |
2028 | 46.3 |
2029 | 34.5 |
Thereafter | 91.3 |
Total lease payments | 461.3 |
Less: interest | 73.2 |
Present value of lease liabilities | 388.1 |
Finance Leases | |
2024 (remainder) | 22.1 |
2025 | 26.7 |
2026 | 23.6 |
2027 | 19.8 |
2028 | 16 |
2029 | 8 |
Thereafter | 0.4 |
Total lease payments | 116.6 |
Less: interest | 15.1 |
Present value of lease liabilities | $ 101.5 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Details) | Mar. 31, 2024 | Apr. 02, 2023 |
Weighted-average remaining lease term: | ||
Finance leases | 4 years 7 months 6 days | 4 years 3 months 18 days |
Operating leases | 6 years 2 months 12 days | 6 years 4 months 24 days |
Weighted-average discount rate: | ||
Finance leases | 6.20% | 5% |
Operating leases | 5.20% | 4.70% |
Employee Benefit and Stock In_3
Employee Benefit and Stock Incentive Plans - Additional Information (Details) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2023 installment | Mar. 31, 2024 USD ($) shares | Apr. 02, 2023 USD ($) | May 13, 2020 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Contributions to the defined contribution benefit plan made by Company | $ | $ 4.9 | $ 4.6 | ||
Number of shares authorized (in shares) | 2,155,280 | 2,155,280 | ||
Shares reserved for issuance (in shares) | 1,871,030 | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
RSUs | 25% vested in year 1 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25% | |||
RSUs | 25% vested in year 2 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25% | |||
RSUs | 25% vested in year 3 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25% | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Expiration period | 10 years | |||
Stock options | 25% vested in year 1 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25% | |||
Stock options | 25% vested in year 2 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25% | |||
Stock options | 25% vested in year 3 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25% | |||
Stock options | 25% vested in year 4 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25% | |||
PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
2020 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 1,600,000 | |||
2016 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares reserved for issuance (in shares) | 555,280 | |||
Rule Of 65 | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration period | 10 years | |||
Annual equal installments | installment | 4 | |||
Years of service with company | 5 years |
Employee Benefit and Stock In_4
Employee Benefit and Stock Incentive Plans - Summary of Stock-based Compensation Activities (Details) | 3 Months Ended |
Mar. 31, 2024 shares | |
Rule Of 65 | |
Stock Options | |
Granted (in shares) | 25,100 |
RSUs, DSUs and PSUs | |
Options granted (in shares) | 25,100 |
Stock options | |
Stock Options | |
Outstanding, beginning balance (in shares) | 837,000 |
Granted (in shares) | 0 |
Exercised/Vested/Settled (in shares) | (71,600) |
Expired or forfeited (in shares) | (600) |
Outstanding, ending balance (in shares) | 764,800 |
RSUs, DSUs and PSUs | |
Options granted (in shares) | 0 |
RSUs | |
RSUs, DSUs and PSUs | |
Outstanding, beginning balance (in shares) | 239,500 |
Granted (in shares) | 114,200 |
Exercised/Vested/Settled (in shares) | (70,900) |
Expired or forfeited (in shares) | (3,400) |
Outstanding, ending balance (in shares) | 279,400 |
RSUs granted (in shares) | 114,200 |
RSUs | Rule Of 65 | |
RSUs, DSUs and PSUs | |
Granted (in shares) | 47,000 |
RSUs granted (in shares) | 47,000 |
DSUs | |
RSUs, DSUs and PSUs | |
Outstanding, beginning balance (in shares) | 54,700 |
Granted (in shares) | 0 |
Exercised/Vested/Settled (in shares) | 0 |
Expired or forfeited (in shares) | 0 |
Outstanding, ending balance (in shares) | 54,700 |
RSUs granted (in shares) | 0 |
PSUs | |
RSUs, DSUs and PSUs | |
Outstanding, beginning balance (in shares) | 62,500 |
Granted (in shares) | 51,900 |
Exercised/Vested/Settled (in shares) | 0 |
Expired or forfeited (in shares) | (300) |
Outstanding, ending balance (in shares) | 114,100 |
RSUs granted (in shares) | 51,900 |
Employee Benefit and Stock In_5
Employee Benefit and Stock Incentive Plans - Weighted-average Grant Date Fair Value of Awards Granted (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value (in dollars per share) | $ 0 | $ 72.24 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value (in dollars per share) | 157.66 | 149.09 |
DSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value (in dollars per share) | 0 | 0 |
PSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value (in dollars per share) | $ 157.57 | $ 149.36 |
Employee Benefit and Stock In_6
Employee Benefit and Stock Incentive Plans - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 10.5 | $ 8.6 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 0.8 | 2.4 |
Stock options | Rule Of 65 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Accelerated cost | 0.1 | 1.5 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 8.5 | 5.4 |
RSUs | Rule Of 65 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Accelerated cost | 4.6 | 2.5 |
DSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 0.1 | 0.1 |
PSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 1.1 | $ 0.7 |
Employee Benefit and Stock In_7
Employee Benefit and Stock Incentive Plans - Unrecognized Stock-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized Compensation | $ 4 | $ 4.9 |
Weighted Average Remaining Period | 2 years 1 month 6 days | 2 years 3 months 18 days |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized Compensation | $ 32.6 | $ 23.7 |
Weighted Average Remaining Period | 2 years 10 months 24 days | 2 years 6 months |
DSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized Compensation | $ 0.1 | $ 0.2 |
Weighted Average Remaining Period | 10 months 24 days | 10 months 24 days |
PSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized Compensation | $ 10.9 | $ 3.9 |
Weighted Average Remaining Period | 2 years 4 months 24 days | 1 year 8 months 12 days |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 04, 2021 |
Debt Instrument [Line Items] | |||
Total gross long-term debt | $ 453.8 | $ 379 | |
Less: unamortized debt issuance costs and discounts on debt | (5.8) | (6.1) | |
Total debt | 448 | 372.9 | |
Less: current portion | (5.3) | (5.3) | |
Total long-term debt | 442.7 | 367.6 | |
ABL facility | |||
Debt Instrument [Line Items] | |||
Total gross long-term debt | 83.6 | 7.5 | |
Term loans | |||
Debt Instrument [Line Items] | |||
Total gross long-term debt | 368.7 | 369.6 | |
Hybrid debt instruments | |||
Debt Instrument [Line Items] | |||
Total gross long-term debt | 1.5 | $ 1.9 | $ 5.9 |
Less: current portion | $ (1.5) | (1.5) | |
Total long-term debt | $ 4.4 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 27, 2023 | Jul. 22, 2022 USD ($) d | Mar. 23, 2021 USD ($) | Mar. 31, 2024 USD ($) | Apr. 02, 2023 USD ($) | Dec. 31, 2023 USD ($) | Jul. 12, 2023 USD ($) | Apr. 04, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Interest expense | $ 6,700,000 | $ 6,900,000 | ||||||
Interest expense related to ABL facility and term loan facility | 5,200,000 | 5,900,000 | ||||||
Amortization expense related to debt issuance costs | 300,000 | 300,000 | ||||||
Interest expense incurred related to finance leases | 1,200,000 | $ 700,000 | ||||||
Total gross long-term debt | 453,800,000 | $ 379,000,000 | ||||||
Long term debt current | 5,300,000 | 5,300,000 | ||||||
Total long-term debt | 442,700,000 | 367,600,000 | ||||||
ABL facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 600,000,000 | |||||||
Remaining borrowing capacity under credit facility | $ 497,600,000 | $ 578,200,000 | ||||||
Debt instrument, possible reduction of basis spread variable rate | 0.125% | |||||||
Debt instrument, consolidated total leverage ratio | 1.50 | |||||||
Commitment fee for the unfunded amount | 0.25% | 0.25% | ||||||
Interest rate on credit facility | 6.69508% | |||||||
Threshold trading days | d | 30 | |||||||
Fixed charges coverage ratio | 1 | |||||||
Total gross long-term debt | $ 83,600,000 | $ 7,500,000 | ||||||
ABL facility | SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 0.10% | |||||||
Debt instrument floor rate | 0% | |||||||
ABL facility | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee for the unfunded amount | 0.20% | |||||||
Interest rate on credit facility | 6.54483% | |||||||
ABL facility | Minimum | SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 1.25% | |||||||
ABL facility | Minimum | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 0.25% | |||||||
ABL facility | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee for the unfunded amount | 0.25% | |||||||
Interest rate on credit facility | 6.55167% | |||||||
ABL facility | Maximum | SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 1.50% | |||||||
ABL facility | Maximum | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||||
Term loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of loan | $ 325,000,000 | $ 120,000,000 | ||||||
Interest rate | 7.44464% | |||||||
Quarterly payment as percentage of initial principal amount | 0.25% | |||||||
Percentage of excess cash flow to be paid for annual mandatory prepayments | 50% | |||||||
Threshold for mandatory annual prepayments | $ 15,000,000 | |||||||
Leverage ratio | 3 | |||||||
Total gross long-term debt | $ 368,700,000 | 369,600,000 | ||||||
Term loans | SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 2% | |||||||
Debt instrument floor rate | 0.50% | |||||||
Term loans | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 1% | |||||||
Other term loan | SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument floor rate | 0% | |||||||
Hybrid debt instruments | ||||||||
Debt Instrument [Line Items] | ||||||||
Total gross long-term debt | 1,500,000 | $ 1,900,000 | $ 5,900,000 | |||||
Long term debt current | $ 1,500,000 | 1,500,000 | ||||||
Total long-term debt | $ 4,400,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate (percent) | 33.40% | 37.50% |
Excess tax benefits | $ 2.3 | $ 0.8 |
Increase or decrease to the valuation against deferred tax assets | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | Dec. 31, 2023 | |
Line of Credit Facility [Line Items] | |||
Undiscounted cost of future remediation efforts | $ 3,900,000 | $ 3,900,000 | |
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 | 1,500,000 | 1,500,000 | |
Letter of credit, amount outstanding | 18,800,000 | 14,300,000 | |
Borrowings on asset-based credit facility | 158,200,000 | $ 298,300,000 | |
Letter of credit | |||
Line of Credit Facility [Line Items] | |||
Borrowings on asset-based credit facility | $ 0 | $ 0 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares used in computation of basic earnings per share (in shares) | 45,263,984 | 45,045,851 |
Shares used in computation of diluted earnings per share (in shares) | 45,263,984 | 45,045,851 |
Antidilutive securities (in shares) | 1,042,007 | 1,253,714 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect of dilutive securities (in shares) | 0 | 0 |
RSUs and PSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect of dilutive securities (in shares) | 0 | 0 |
DSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect of dilutive securities (in shares) | 0 | 0 |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 30, 2024 facility location branch | Mar. 31, 2024 location |
Subsequent Event [Line Items] | ||
Number of locations | 690 | |
Subsequent Event | Eggemeyer Land Clearing, LLC | ||
Subsequent Event [Line Items] | ||
Number of locations | 1 | |
Subsequent Event | Devil Mountain Wholesale Nursery, LLC | ||
Subsequent Event [Line Items] | ||
Ownership percentage | 75% | |
Remaining ownership percentage which may be purchased | 25% | |
Number of wholesale nursery distribution branches | branch | 8 | |
Number of growing facilities | facility | 6 |