11-K 1 tm2418140d1_11k.htm FORM 11-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 11-K

 

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2023

 

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Transition Period From __________ to ___________

 

Commission file number: 001-37760

 

SiteOne Savings and Investment Plan

(Full title of the plan)

 

SiteOne Landscape Supply, Inc.

(Name of issuer of the securities held pursuant to the plan)

 

300 Colonial Center Parkway

Suite 600

Roswell, Georgia 30076

(Address of principal executive offices of issuer)

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM1
  
FINANCIAL STATEMENTS 
  
Statements of Net Assets Available for Benefits2
  
Statement of Changes in Net Assets Available for Benefits3
  
Notes to Financial Statements4- 10
  
SUPPLEMENTAL SCHEDULE 
  
Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year)11
  
EXHIBIT INDEX12
  
SIGNATURE13

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Benefits Committee, Plan Administrator

and Plan Participants of the SiteOne Savings and Investment Plan

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of net assets available for benefits of the SiteOne Savings and Investment Plan (the Plan) as of December 31, 2023 and 2022, and the related statement of changes in net assets available for benefits for the year ended December 31, 2023, and the related notes and schedule (collectively referred to as the financial statements). In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2023 and 2022, and the changes in net assets available for benefits for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Supplemental Information

 

The supplemental information in the accompanying Schedule of Assets (Held at End of Year) as of December 31, 2023 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

 

/s/ Windham Brannon, LLC

 

We have served as the Plan’s auditor since 2016.

 

Atlanta, Georgia

June 26, 2024

 

1 

 

SiteOne Savings and Investment Plan

 

Statements of Net Assets Available for Benefits

 

   December 31 
   2023   2022 
Assets          
           
Investments, at fair value (Note 3)  $427,841,381   $326,767,494 
           
Receivables:          
Employer contributions   933,395    998,261 
Notes receivable from participants   8,061,414    6,715,821 
Total receivables   8,994,809    7,714,082 
           
Net assets available for benefits  $436,836,190   $334,481,576 

 

The accompanying notes are an integral part of these financial statements

2 

 

 

SiteOne Savings and Investment Plan

 

Statement of Changes in Net Assets Available for Benefits

 

   Year ended
December 31,		 
   2023 
Changes to net assets attributable to:     
      
Investment income:     
Interest and dividend income  $13,375,137 
Net appreciation in fair value of investments   57,093,062 
Net investment income   70,468,199 
      
Interest income on notes receivable from participants   499,722 
      
Contributions:     
Participant contributions   36,030,287 
Employer contributions, net of forfeitures   16,029,797 
Participant rollovers   6,949,518 
Total contributions   59,009,602 
      
Deductions:     
Benefits paid to participants and beneficiaries   27,274,077 
Administrative expenses   348,832 
Total deductions   27,622,909 
      
Net increase   102,354,614 
      
Net assets available for benefits:     
Beginning of year   334,481,576 
End of year  $436,836,190 

 

The accompanying notes are an integral part of these financial statements.

3 

 

SiteOne Savings and Investment Plan

 

Notes to Financial Statements

December 31, 2023

 

1.    Description of Plan

 

The following description of the SiteOne Savings and Investment Plan ("the Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

General

 

The Plan is a defined contribution plan under Section 401(k) of the Internal Revenue Code covering substantially all employees of SiteOne Landscape Supply, Inc. and its subsidiaries ("the Company"), except for collective bargaining employees, leased employees, non-resident aliens with no U.S. source income, and seasonal employees. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

 

From time to time, the Company enters into strategic acquisitions in an effort to better service existing customers and to attract new customers. The Company’s policy is to have the seller terminate any benefit plans that they had in place. Any onboarded employees are offered participation in the Plan in accordance with the Plan’s eligibility provisions.

 

On December 23, 2022, Congress passed the Consolidated Appropriations Act of 2023 which included SECURE Act 2.0. SECURE Act 2.0 contains approximately 90 new retirement provisions, with varying effective dates through 2027. Since SECURE Act 2.0 provisions include both required and optional elements, the plan administrator will determine the optional provisions to elect and amend the Plan document accordingly. Most of the significant provisions will become effective in 2024 and thereafter. Accordingly, there is no material impact to the Plan’s 2023 financial statements.

 

Contributions

 

Eligible employees are automatically enrolled into the Plan after 30 days of employment unless the employee elects otherwise. Pre-tax contributions are withheld at 3% of eligible compensation and increased by 1% each year until it reaches 50% of eligible compensation unless the employee elects differently. Each year, participants may make pre-tax or Roth after-tax contributions up to 50% of eligible compensation, as defined by the Plan document, not to exceed a maximum of $22,500 for the Plan year. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions of up to $7,500 for the Plan year. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. The Company may make discretionary matching contributions. For the year ended December 31, 2023, the Company made matching contributions equal to 120% of the first 2% of the participant’s eligible compensation plus 40% of the next 4% of the participant’s eligible compensation. No allowance for credit losses has been recorded as of December 31, 2023 or 2022.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contributions and any Company matching contributions as well as allocations of Plan earnings and losses and charged with certain administrative expenses. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers mutual funds, Company stock, a money market fund, self-directed brokerage accounts, and collective investment trust funds as investment options for participants.

 

4 

 

 

SiteOne Savings and Investment Plan

 

Notes to Financial Statements (continued)

 

Vesting

 

Participants are vested immediately in their voluntary contributions plus actual earnings and losses thereon. A participant is 100% vested in employer matching contributions after three years of credited service if employed after December 23, 2013. If employed prior to that date, a participant is always 100% vested in the employer matching contribution. Certain matching contributions from prior employers of merged plans are subject to vesting schedules in place at the time of the merger.

 

Notes Receivable from Participants

 

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. The notes are secured by the balance in the participant’s account and bear interest at a rate commensurate with prevailing rates as determined by the plan administrator. All notes currently bear rates ranging from 4.25% to 10.50%. Principal and interest is paid ratably through payroll deductions.

 

Payment of Benefits

 

On termination of service due to separation, death, disability, or retirement, a participant may elect to receive an amount equal to the value of the participant’s vested interest in his or her account in a lump-sum amount. The Plan also permits in-service distributions for participants that have attained age 59 ½. Hardship distributions are permitted upon demonstration of a financial hardship, as defined by the Plan document.

 

Forfeited Accounts

 

Forfeitures may be used to reduce Company contributions or Plan expenses. At December 31, 2023 and 2022, forfeited non-vested account balances amounted to $78,618 and $170,478, respectively. During 2023, $1,446,337 in forfeitures was used to reduce employer contributions, and $7,114 was used to pay administrative expenses.

 

Company Stock Funds

 

The Plan invests in common stock of the Company through its Company Stock Funds. The Company Stock Funds may also hold cash or other short-term securities, although these are expected to be a small percentage of the fund. Dividends received by the Company Stock Funds are reinvested in Company common stock.

 

The Plan limits the amount a participant can invest in the Company Stock Funds to encourage diversification of participants’ accounts. Contribution limits were set at a maximum of 10% of a participant’s contributions. In addition, a participant may not transfer amounts from other investment funds into the Company Stock Funds to the extent the transfer would result in more than 10% of the participant’s total account balance being invested in the Company Stock Funds.

 

2.    Summary of Significant Accounting Policies

 

Basis of Accounting

 

The financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

 

5 

 

 

SiteOne Savings and Investment Plan

 

Notes to Financial Statements (continued)

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

 

Investment Valuation and Income Recognition

 

The Plan’s investments are reported at fair value. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). See Note 3 for discussion of fair value measurements.

 

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded when received. Dividends are recorded on the ex-dividend date. Net appreciation/(depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

 

Notes Receivable from Participants

 

Notes receivable from participants are measured at their unpaid principal balance. Interest income is recorded when received. Related fees are recorded as administrative expenses and are expensed as they are incurred. No allowance for credit losses has been recorded as of December 31, 2023 or 2022. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be in default, the participant loan balance is reduced, and a benefit payment is recorded. There were $58,929 in deemed distributions recorded during the year ended December 31, 2023.

 

Payment of Benefits

 

Benefits are recorded when paid.

 

Expenses

 

Certain expenses of maintaining the Plan are paid directly by the Company and are excluded from these financial statements. The Company does not expect reimbursement from the Plan for these expenses. Participants are charged an asset-based service fee for administrative expenses of the Plan related to recordkeeping, accounting, and investment advisory services. Participants also pay certain administrative fees for participant-initiated transactions. Investment related expenses are included in net appreciation/(depreciation) of fair value of investments.

 

3.    Fair Value Measurements

 

The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under the Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurement (“FASB ASC 820”) are described as follows:

 

Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.

 

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SiteOne Savings and Investment Plan

 

Notes to Financial Statements (continued)

 

Level 2: Inputs to the valuation methodology include:

 

·Quoted prices for similar assets or liabilities in active markets;
·Quoted prices for identical or similar assets or liabilities in inactive markets;
·Inputs other than quoted prices that are observable for the asset or liability; and
·Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

 

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

 

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes to the methodologies used at December 31, 2023 and 2022.

 

Cash, Interest Bearing: Valued at amortized cost plus accrued interest, which approximates fair value.

 

Mutual Funds, Money Market Fund, Self-Directed Brokerage Accounts, and Company Common Stock: Valued at the daily closing price as reported by the respective fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (“NAV”) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

 

Collective Investment Trust Fund: The Fidelity Managed Income Portfolio (“MIP”) is a collective investment trust fund that seeks to preserve principal by maintaining a stable NAV. The funds trade daily using NAV as a practical expedient. The fund has redemption restrictions that limit the timing of withdrawals. Participant directed withdrawals may be made on any business day, provided that the exchange is not directed into a competing fund. Transferred amounts must hold a non-competing investment option for 90 days before funds may be transferred to a competing fund. In addition, redemptions of the fund directed by the Company must be preceded by 12 months written notice to Fidelity.

 

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

7 

 

 

SiteOne Savings and Investment Plan

 

Notes to Financial Statements (continued)

 

The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2023 and 2022.

 

Investments at Fair Value as of December 31, 2023
                 
   Level 1   Level 2   Level 3   Total 
Investments subject to the fair value hierarchy:                    
Mutual funds  $407,415,015   $-   $-   $407,415,015 
Company stock funds   5,159,539    -    -    5,159,539 
Money market fund   6,919,209    -    -    6,919,209 
Self-directed brokerage accounts   6,244,063    -    -    6,244,063 
                     
Investments not subject to the fair value hierarchy:                  2,103,555 
                     
Total investments, at fair value                 $427,841,381 

 

Investments at Fair Value as of December 31, 2022
                 
   Level 1   Level 2   Level 3   Total 
Investments subject to the fair value hierarchy:                    
Mutual funds  $310,482,463   $-   $-   $310,482,463 
Company stock funds   3,533,109    -    -    3,533,109 
Money market fund   6,003,004    -    -    6,003,004 
Self-directed brokerage accounts   4,277,260    -    -    4,277,260 
                     
Investments not subject to the fair value hierarchy:                  2,471,658 
                     
Total investments, at fair value                 $326,767,494 

8 

 

 

 

SiteOne Savings and Investment Plan

 

Notes to Financial Statements (continued)

 

4.    Investment that Trades at NAV as a Practical Expedient

 

The following tables set forth additional disclosures of the investments whose fair value is estimated using NAV per share or its equivalent as a practical expedient as of December 31, 2023 and 2022 for the Plan:

 

   Fair Value Estimated Using NAV per Share 
   December 31, 2023 
               Other  Redemption 
       Unfunded   Redemption   Redemption  Notice 
Investment  Fair Value   Commitment   Frequency   Restrictions  Period 

Collective investment trust fund - stable value

  $2,103,555   $-   Daily   Cannot make
direct
exchange into competing fund
for 90 days		  1 year 

 

   Fair Value Estimated Using NAV per Share  
December 31, 2022		 
               Other  Redemption 
       Unfunded   Redemption   Redemption  Notice 
Investment  Fair Value   Commitment   Frequency   Restrictions  Period 
Collective investment trust fund - stable value  $2,471,658   $-   Daily   Cannot make
direct
exchange into competing fund
for 90 days		  1 year 

 

5.  Plan Termination

 

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become fully vested in their Company contributions. The Plan’s assets would be distributable to the participants in accordance with the respective values of their accounts.

 

6.    Income Tax Status

 

The Company has adopted a pre-approved Plan document, which has received a determination letter dated June 30, 2020, that the Plan document is designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). The plan administrator and the Plan’s management believe that the Plan, as restated, is designed and is currently being operated in compliance with the applicable requirements of the IRC and therefore believe the Plan is qualified and the related trust is tax-exempt.

 

9 

 

SiteOne Savings and Investment Plan

 

Notes to Financial Statements (continued)

 

7.    Risks and Uncertainties

 

The Plan invests in various investments. Investments are exposed to various risks such as interest rate, market, and credit volatility. Market risks include U.S. and global events that could impact the value of Plan investments. Such events may include public health emergencies such as a pandemic, as well as international conflicts, cybersecurity attacks (including increasingly sophisticated attack leveraging artificial intelligence capabilities), supply chain disruptions, global monetary policy decisions, inflation and elevated interest rates for prolonged periods, significant economic influences, and other adverse credit and market events and conditions. Due to the level of risk associated with certain investments, it is at least reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

 

8.    Related Party Transactions and Party-in-Interest Transactions

 

The Plan held 31,739 and 30,101 shares of Company common stock valued at $5,159,539 and $3,533,109 at December 31, 2023 and 2022, respectively. There were no dividends declared on the Company common stock during 2023.

 

Plan investments include shares of mutual funds, a money market fund, self-directed brokerage accounts, and a collective investment trust fund managed by Fidelity. Fidelity is a service provider for the Plan; therefore, transactions in these investments qualify as party-in-interest transactions. Fees incurred by the Plan for investment management services are included in net appreciation of fair value of investments, as they are paid through revenue sharing rather than a direct payment.

10 

 

SiteOne Savings and Investment Plan

 

Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year)

December 31, 2023

 

Plan #: 002

EIN: 36-4485550

 

      (c) Description of Investment,    
   (b) Identity of Issuer,  including maturity date,    
   borrower, lessor or  rate of interest, collateral,    
(a)  similar party  par or maturity value  (e) Current Value 
   Mutual funds:        
   T. Rowe Price  Retirement 2030 Fund  $56,428,051 
   T. Rowe Price  Retirement 2035 Fund   52,551,064 
*  Fidelity  Growth Company Fund   46,930,134 
   T. Rowe Price  Retirement 2045 Fund   43,641,415 
   T. Rowe Price  Retirement 2040 Fund   42,601,011 
   T. Rowe Price  Retirement 2025 Fund   39,732,359 
   T. Rowe Price  Retirement 2050 Fund   24,573,193 
*  Fidelity  500 Index Fund   23,539,060 
   T. Rowe Price  Retirement 2055 Fund   17,934,833 
   T. Rowe Price  Retirement 2020 Fund   12,105,852 
*  Fidelity  Mid Cap Index Fund   8,022,747 
   T. Rowe Price  Retirement 2060 Fund   6,886,374 
   JP Morgan  US Value Fund   6,844,758 
*  Fidelity  Small Cap Index Fund   5,737,806 
   T. Rowe Price  Retirement 2015 Fund   3,718,005 
   MFS  International Diversification Fund   3,148,190 
   T. Rowe Price  Retirement 2065 Fund   2,907,302 
   JP Morgan  Core Bond Fund   2,079,250 
   T. Rowe Price  Retirement Balanced Fund   1,912,315 
*  Fidelity  Real Estate Index Fund   1,635,602 
*  Fidelity  US Bond Index Fund   1,617,940 
*  Fidelity  Global ex US Index Fund   1,260,563 
   Allspring  Emerging Markets Fund   986,104 
*  Fidelity  Inflation - Protected Index Fund   621,087 
   Total mutual funds      407,415,015 
            
   Company stock funds:        
*  SiteOne  Company Stock   5,157,515 
*  SiteOne  Stock Purchase Account   2,024 
   Total company stock funds      5,159,539 
            
   Money market fund:        
*  Fidelity  Government Money Market Fund   6,919,209 
            
   Self-directed brokerage accounts        
   Brokerage Link  Common Stock   3,298,260 
   Brokerage Link  Interest Bearing Cash   1,509,892 
   Brokerage Link  Government Bond   564,649 
   Brokerage Link  Unit   314,560 
*  Brokerage Link  Fidelity Fund   249,970 
   Brokerage Link  Certificate of Deposit   229,989 
   Brokerage Link  External Fund   62,896 
   Brokerage Link  Preferred Stock   8,916 
   Brokerage Link  Rights/Warrants   2,676 
   Brokerage Link  Non-interest Bearing Cash   2,255 
   Total self-directed brokerage accounts      6,244,063 
            
   Collective investment trust fund:        
*  Fidelity  Managed Income Portfolio   2,103,555 
            
   Total investments per financial statements      427,841,381 
            
*  Notes receivable from participants  Interest rates ranging from 4.25%-10.50%   8,061,414 
            
   Total investments per Form 5500     $435,902,795 

 

Column (d) has not been presented as all investments are participant directed.

 

* Represents a party-in-interest.

11 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
23.1   Consent of Windham Brannon, LLC

12 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, SiteOne Landscape Supply, Inc., as administrator of the Plan, has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  SITEONE SAVINGS AND INVESTMENT PLAN
   
  By: Benefits Committee of SiteOne Landscape Supply, Inc.
   
  By: /s/ Joe Ketter
    Joe Ketter, Committee Member
Date: June 26, 2024    

 

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