XML 39 R21.htm IDEA: XBRL DOCUMENT v3.22.4
Schedule I - SiteOne Landscape Supply, Inc.’s Condensed Financial Statements
 12 Months Ended
Jan. 01, 2023
Condensed Financial Information Disclosure [Abstract]  
Schedule I - SiteOne Landscape Supply, Inc.’s Condensed Financial Statements
SiteOne Landscape Supply, Inc.
Parent Company Only
Condensed Balance Sheets
(In millions, except share data)

January 1, 2023January 2, 2022
Assets
Investment in wholly-owned subsidiary$1,302.4 $1,057.1 
Deferred tax asset (Note 3)0.5 0.6 
Total assets$1,302.9 $1,057.7 
Liabilities and Stockholders' Equity
Total liabilities$— $— 
Stockholders' Equity:
Common stock, par value $0.01; 1,000,000,000 shares authorized; 45,148,312 and 44,788,385 shares issued, and 44,916,291 and 44,767,474 shares outstanding at January 1, 2023 and January 2, 2022, respectively
0.5 0.4 
Additional paid-in capital577.1 562.3 
Retained earnings742.9 497.5 
Accumulated other comprehensive income (loss)7.7 (2.2)
Treasury stock, at cost, 232,021 and 20,911 shares at January 1, 2023 and January 2, 2022, respectively
(25.3)(0.3)
Total stockholders' equity1,302.9 1,057.7 
Total liabilities and stockholders' equity$1,302.9 $1,057.7 
See Notes to Condensed Financial Statements.
SiteOne Landscape Supply, Inc.
Parent Company Only
Condensed Statements of Operations and Comprehensive Income
(In millions)

For the year
January 3, 2022January 4, 2021December 30, 2019
to January 1, 2023to January 2, 2022to January 3, 2021
Equity in Net income of subsidiary$245.4 $238.4 $121.3 
Income before taxes245.4 238.4 121.3 
Net income$245.4 $238.4 $121.3 
Other comprehensive income, net of tax9.9 4.1 0.2 
Comprehensive income$255.3 $242.5 $121.5 
See Notes to Condensed Financial Statements.
SiteOne Landscape Supply, Inc.
Parent Company Only
Condensed Statements of Cash Flows
(In millions)

For the year
January 3, 2022January 4, 2021December 30, 2019
to January 1, 2023to January 2, 2022to January 3, 2021
Cash Flows from Operating Activities:
Net income $245.4 $238.4 $121.3 
Adjustments to reconcile Net income to net cash provided by operating activities:
Equity in Net income of subsidiary(245.4)(238.4)(121.3)
Net cash provided by operating activities$— $— $— 
Cash Flows from Investing Activities:
Distribution to subsidiary— — (261.7)
Distribution received from subsidiary24.4 — — 
Net cash provided by (used in) investing activities$24.4 $— $(261.7)
Cash Flows from Financing Activities:
Equity proceeds from common stock— — 261.7 
Repurchases of common stock(24.4)— — 
Net cash provided by (used in) financing activities$(24.4)$— $261.7 
Net change in cash and cash equivalents— — — 
Cash and cash equivalents:
Beginning— — — 
Ending$— $— $— 
See Notes to Condensed Financial Statements.
Note 1. Description of SiteOne Landscape Supply, Inc.
SiteOne Landscape Supply, Inc. (“Holdings” or the “Parent”) indirectly owns 100% of the membership interest in SiteOne Landscape Supply Holding, LLC (“Landscape Holding” or “subsidiary”), which it acquired from Deere & Company on December 23, 2013 (the “Closing Date”) in exchange for its common stock initially representing 40% of the outstanding capital stock (on an as-converted basis). In addition, Holdings issued cumulative convertible participating redeemable preferred stock (“Redeemable Convertible Preferred Stock”) to Clayton, Dubilier & Rice, LLC (“CD&R”) initially representing 60% of its remaining outstanding capital stock (on an as-converted basis) (both events collectively referred to herein as the “CD&R Acquisition”). On May 2, 2016, Holdings paid a one-time special cash dividend to all existing stockholders as of April 29, 2016. CD&R received $112.4 million in accordance with its right to participate in all distributions to common stock on an as-converted basis, in accordance with its right as a preferred stockholder. On the day prior to the closing of the initial public offering, all of the then-outstanding Redeemable Convertible Preferred Stock converted into shares of common stock, resulting in the issuance by Holdings of an additional 25,303,164 shares of common stock. On December 5, 2016, May 1, 2017, and July 26, 2017, Holdings completed secondary offerings of its common stock in which Deere and CD&R were the sole sellers. Following consummation of the secondary offering on July 26, 2017, CD&R and Deere no longer have an ownership interest in Holdings. Holdings has no significant operations or assets other than its indirect ownership of the equity of Landscape Holding. Accordingly, Holdings is dependent upon distributions from Landscape Holding to fund its obligations. However, under the terms of Landscape Holding’s credit agreements governing Landscape Holding’s ABL Facility and New Term Loans, Landscape Holding’s ability to pay dividends or lend to Holdings is restricted. Landscape Holding has no obligation to pay dividends to Holdings except to pay specified amounts to Holdings in order to fund the payment of Holdings’ tax obligations.
Share Repurchase Program
On October 20, 2022, Holdings’ Board of Directors authorized Holdings to repurchase, at any time or from time to time, shares of Holdings’ common stock having an aggregate purchase price not to exceed $400.0 million pursuant to a Rule 10b5-1 plan and/or pursuant to 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 Holdings’ Board of Directors at any time.
The following table summarizes the activity under the share repurchase program during the 2022 Fiscal Year.
Amount Authorized
(in millions)		Total Number of
Shares Purchased		Average Price Paid
Per Share		Amount Remaining
(in millions)
$400.0 211,110 $118.40 $375.0 
Stock Offering
On August 3, 2020, Holdings entered into the Underwriting Agreement with BofA Securities, Inc., relating to an underwritten public offering of 2,150,000 shares of its common stock, $0.01 par value per share. Under the terms of the Underwriting Agreement, Holdings granted the Underwriter an option, exercisable for 30 days, to purchase up to an additional 322,500 shares of Common Stock. The Underwriter did not exercise the option to purchase additional shares of Common Stock. The aggregate proceeds to Holdings from the sale of shares of Common Stock in the offering were approximately $262.3 million before expenses of approximately $0.6 million. The offering closed on August 6, 2020.
Note 2. Basis of Presentation
The accompanying Condensed Parent Company Only Financial Statements include the amounts of Holdings and its investment in subsidiary since the Closing Date under the equity method, and do not present the financial statements of Holdings and its subsidiary on a consolidated basis. Under the equity method, investment in subsidiary is stated at cost plus contributions and equity in undistributed income (loss) of subsidiary less distributions received since the date of acquisition. The condensed Parent Company Only Financial Statements should be read in conjunction with SiteOne Landscape Supply, Inc. Consolidated Financial Statements and their accompanying Notes to Consolidated Financial Statements.
Note 3. Income Taxes
In connection with the CD&R Acquisition, transaction expenses of $9.8 million were recorded within the period ended December 29, 2013. Of the $9.8 million of transaction expenses, $3.7 million were not deductible for tax purposes and the remaining $6.1 million ($2.2 million tax-effected) were capitalized for tax purposes as a deferred tax asset. Amortization of the deferred tax asset for the years ended January 1, 2023 and January 2, 2022 was $0.4 million ($0.1 million tax-effected) and $0.4 million ($0.1 million tax-effected), respectively, which gives rise to a net operating loss and current tax benefit that offsets the deferred tax expense by the same amount. As of January 1, 2023, the deferred tax asset related to these transaction expenses has a balance of $0.5 million.
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. Holdings does not expect the enacted legislation to have a material impact on its consolidated financial statements and related disclosures.
Effective for tax years beginning after December 31, 2021, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures immediately in the year incurred and requires taxpayers to amortize such expenditures over five years.
In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted. The CARES Act included several changes to existing U.S. tax laws that impacted Holdings, most notably the limitation on U.S. interest deductibility, the ability to defer the payment of qualifying employer payroll taxes to December 31, 2021 and December 31, 2022, and certain changes to the depreciable life of qualified improvement property.