SiteOne Landscape Supply, Inc 10-Q for FY2025 Q2
SiteOne Landscape Supply, Inc. (SITE)
10-Q
2025-07-30
For: 2025-06-29
View Original
Added on
April 07, 2026
About this 10-Q
SiteOne Landscape Supply, Inc filed this 10-Q on July 30, 2025, covering the quarter ended June 29, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 29, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.46B
- up 3.4% from $1.41B a year earlier
- Net income
- $129M
- up 7.3% from net income of $120.2M a year earlier
- Diluted EPS
- $2.86
- up 8.7% from $2.63 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 10-Q
__________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 29, 2025
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the Transition Period From __________ to ___________
Commission file number: 001-37760
(Exact name of registrant as specified in its charter)
__________________________
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | ||||
(Address of principal executive offices) (Zip Code)
(470 ) 277-7000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
| Title of each class | Shares Outstanding as of July 25, 2025 | |||||||
| Common Stock, $0.01 par value per share | ||||||||
| TABLE OF CONTENTS | |||||
1
Special Note Regarding Forward-Looking Statements and Information
This Quarterly Report on Form 10-Q, other periodic reports filed by us under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other written or oral statements made from time to time by our management contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Terms such as “may,” “intend,” “might,” “will,” “should,” “could,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “project,” “potential,” or the negative of these terms, and similar expressions often signify forward-looking statements. Forward-looking statements are subject to risks and uncertainties that are beyond our control, and because they also relate to the future, they are likewise subject to inherent uncertainties and other factors that may cause actual results to differ materially from the views, beliefs, and projections expressed in such statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. Factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following:
•cyclicality in residential and commercial construction markets;
•general business, financial market, and economic conditions, including challenges created, in part, by the imposition of U.S. tariffs and broader geopolitical conflicts, and the resulting economic concerns, market fluctuations and volatility, declines in consumer sentiment and impact on the price, and demand for, our products;
•severe weather and climate conditions;
•seasonality of our business and its impact on demand for our products;
•prices for the products we purchase may fluctuate, including as a result of commodity price deflation;
•market variables, including inflation and elevated interest rates for prolonged periods;
•increases in operating costs;
•climate, environmental, health and safety laws and regulations;
•hazardous materials and related materials;
•laws and government regulations applicable to our business that could negatively impact demand for our products;
•public perceptions that our products and services are not environmentally friendly or that our practices are not sustainable;
•competitive industry pressures, including competition for our talent base;
•supply chain disruptions (including as a result of the imposition of U.S. tariffs), product or labor shortages, and the loss of key suppliers;
•inventory management risks;
•ability to implement our business strategies and achieve our growth objectives;
•acquisition and integration risks, including increased competition for acquisitions;
•risks associated with our large labor force and our customers’ labor force and labor market disruptions;
•retention of key personnel;
•construction defect and product liability claims;
•impairment of goodwill;
•adverse credit and financial markets events and conditions;
•inefficient or ineffective allocation of capital;
•credit sale risks;
•performance of individual branches;
•cybersecurity incidents involving our systems or third-party systems;
•failure or malfunctions in our information technology systems;
•security of personal information about our customers;
•intellectual property and other proprietary rights;
•unanticipated changes in our tax provisions, including those resulting from the passage of the One Big Beautiful Bill Act;
•threats from terrorism, violence, uncertain political conditions, and geopolitical conflicts such as the ongoing conflict between Russia and Ukraine, the conflict in the Gaza Strip, and unrest in the Middle East;
•risks related to our current indebtedness, including with respect to elevated interest rates on our variable indebtedness, and our ability to obtain financing in the future;
•financial institution disruptions;
•risks related to our common stock; and
2
•risks related to other factors discussed in our Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q.
You should not place undue reliance on any forward-looking statements, which speak only as of the date made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible to predict all of them. We assume no obligation and do not intend to update or revise any forward-looking statements that are made from time to time, either as a result of future developments, new information or otherwise, except as may be required by law.
Comparisons of results for current and any prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data.
3
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Unaudited)
4
SiteOne Landscape Supply, Inc.
Consolidated Balance Sheets (Unaudited)
(In millions, except share and per share data)
| Assets | June 29, 2025 | December 29, 2024 | ||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Accounts receivable, net of allowance for doubtful accounts of $ | ||||||||||||||
| Inventory, net | ||||||||||||||
| Income tax receivable | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Deferred tax assets | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities, Redeemable Non-controlling Interest, and Stockholders' Equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued compensation | ||||||||||||||
| Income tax payable | ||||||||||||||
| Accrued liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Other long-term liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Redeemable non-controlling interest | ||||||||||||||
| Stockholders' equity: | ||||||||||||||
Common stock, par value $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
Treasury stock, at cost, | ( | ( | ||||||||||||
| Total stockholders' equity | ||||||||||||||
| Total liabilities, redeemable non-controlling interest, and stockholders' equity | $ | $ | ||||||||||||
See Notes to Consolidated Financial Statements (Unaudited).
5
SiteOne Landscape Supply, Inc.
Consolidated Statements of Operations (Unaudited)
(In millions, except share and per share data)
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | |||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||||||||
| Other income | ||||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Interest and other non-operating expenses, net | ||||||||||||||||||||||||||
| Income before taxes | ||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Net income attributable to non-controlling interest | ||||||||||||||||||||||||||
| Adjustment of non-controlling interest to redemption value | ||||||||||||||||||||||||||
| Net income attributable to SiteOne | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income per common share: | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted average number of common shares outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
See Notes to Consolidated Financial Statements (Unaudited).
6
SiteOne Landscape Supply, Inc.
Consolidated Statements of Comprehensive Income (Unaudited)
(In millions)
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ||||||||||||||||||||||||
Interest rate swaps - net unrealized gains and reclassifications into earnings, net of taxes of $ | ( | ( | ( | |||||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ( | ||||||||||||||||||||||||
| Comprehensive income | ||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Comprehensive income attributable to non-controlling interest | ||||||||||||||||||||||||||
| Adjustment of non-controlling interest to redemption value | ||||||||||||||||||||||||||
| Comprehensive income attributable to SiteOne | $ | $ | $ | $ | ||||||||||||||||||||||
See Notes to Consolidated Financial Statements (Unaudited).
7
SiteOne Landscape Supply, Inc.
Consolidated Statements of Equity and Redeemable Non-controlling Interest (Unaudited)
(In millions, shares in thousands)
| Common Stock Shares | Common Stock Amount | Additional Paid-in-Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Equity | Redeemable Non-controlling Interest | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 29, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to SiteOne | — | — | — | ( | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to non-controlling interest | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares under stock-based compensation plan | — | ( | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common shares | ( | — | — | — | — | ( | ( | — | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to SiteOne | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to non-controlling interest | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of non-controlling interest to redemption value | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares under stock-based compensation plan | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common shares | ( | — | — | — | — | ( | ( | — | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 29, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
8
| Common Stock Shares | Common Stock Amount | Additional Paid-in-Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Equity | Redeemable Non-controlling Interest | |||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to SiteOne | — | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares under stock-based compensation plan | — | ( | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to SiteOne | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to non-controlling interest | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||
| Acquisition of non-controlling interest | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares under stock-based compensation plan | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common shares | ( | — | — | — | — | ( | ( | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
See Notes to Consolidated Financial Statements (Unaudited).
9
SiteOne Landscape Supply, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(In millions)
| Six Months Ended | ||||||||||||||
| June 29, 2025 | June 30, 2024 | |||||||||||||
| Cash Flows from Operating Activities: | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile Net income to net cash provided by operating activities: | ||||||||||||||
| Amortization of finance lease right-of-use assets and depreciation | ||||||||||||||
| Stock-based compensation | ||||||||||||||
| Amortization of software and intangible assets | ||||||||||||||
| Amortization of debt related costs | ||||||||||||||
| Gain on sale of equipment | ( | ( | ||||||||||||
| Other | ( | ( | ||||||||||||
| Changes in operating assets and liabilities, net of the effects of acquisitions: | ||||||||||||||
| Receivables | ( | ( | ||||||||||||
| Inventory | ( | ( | ||||||||||||
| Income tax receivable | ||||||||||||||
| Prepaid expenses and other assets | ( | ( | ||||||||||||
| Accounts payable | ||||||||||||||
| Income tax payable | ||||||||||||||
| Accrued expenses and other liabilities | ( | |||||||||||||
| Net Cash Provided By Operating Activities | $ | $ | ||||||||||||
| Cash Flows from Investing Activities: | ||||||||||||||
| Purchases of property and equipment | ( | ( | ||||||||||||
| Purchases of intangible assets | ( | ( | ||||||||||||
| Acquisitions, net of cash acquired | ( | ( | ||||||||||||
| Proceeds from the sale of property and equipment | ||||||||||||||
| Net Cash Used In Investing Activities | $ | ( | $ | ( | ||||||||||
| Cash Flows from Financing Activities: | ||||||||||||||
| Equity proceeds from common stock | ||||||||||||||
| Repurchases of common shares | ( | ( | ||||||||||||
| Repayments under term loan | ( | ( | ||||||||||||
| Borrowings on asset-based credit facilities | ||||||||||||||
| Repayments on asset-based credit facilities | ( | ( | ||||||||||||
| Payments on finance lease obligations | ( | ( | ||||||||||||
| Payments of acquisition related contingent obligations | ( | ( | ||||||||||||
| Other financing activities | ( | ( | ||||||||||||
| Net Cash Provided By Financing Activities | $ | $ | ||||||||||||
| Effect of exchange rate on cash | ( | |||||||||||||
| Net change in cash | ( | ( | ||||||||||||
| Cash and cash equivalents: | ||||||||||||||
| Beginning | ||||||||||||||
| Ending | $ | $ | ||||||||||||
| Supplemental Disclosures of Cash Flow Information: | ||||||||||||||
| Cash paid during the year for interest | $ | $ | ||||||||||||
| Cash paid during the year for income taxes | $ | $ | ||||||||||||
See Notes to Consolidated Financial Statements (Unaudited).
10
SiteOne Landscape Supply, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
11
Note 1. 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 three 680 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.
The following table summarizes the activity under the share repurchase program during the six months ended June 29, 2025.
| Amount Authorized (in millions) | Total Number of Shares Purchased | Average Price Paid Per Share | Amount Remaining (in millions) | |||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
Redeemable Non-controlling Interest
In accordance with Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (Topic 480), the Company recorded an entry to adjust the carrying amount of the Redeemable non-controlling interest to what would be the redemption value assuming the security was redeemable as of the balance sheet date. Under ASC 480, the Company elected for the terms of the redemption feature to be fully considered in the measurement of Net income attributable to SiteOne with the offsetting entry for the redemption value adjustment recorded in Adjustment of non-controlling interest to redemption value in the Consolidated Statements of Operations during the three and six months ended June 29, 2025.
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 (“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 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 29, 2024. The interim period unaudited financial results for the three and six-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 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.
12
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 28, 2025 (the “2025 Fiscal Year”) and December 29, 2024 (the “2024 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 June 29, 2025 and June 30, 2024 both include 13 weeks. The six months ended June 29, 2025 and June 30, 2024 both include 26 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 intercompany balances and transactions have been eliminated in consolidation.
Significant Accounting Policies
Except as updated immediately below and 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 2024 Fiscal Year.
Recently Issued and Adopted Accounting Pronouncements
In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-02, “Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method” (“ASU 2023-02”), which permits a reporting entity to account for its tax equity investments by using the proportional amortization method (“PAM”) regardless of the program from which it receives income tax credits, if certain eligibility criteria are met. Under this guidance, an investor in a tax equity investment may utilize the proportional amortization method for qualifying investments on a tax credit program-by-program basis. The Company adopted ASU 2023-02 as of January 1, 2024. The adoption of ASU 2023-02 did not have a material impact on the Company’s consolidated financial statements. Refer to “Note 10. Income Taxes” for additional information regarding the Company’s tax equity investment.
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 Chief Operating Decision Maker (“CODM”) and included within the segment measure of profit or loss, (ii) categories and amounts 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 Company adopted ASU 2023-07 effective January 1, 2024 on a retrospective basis. The adoption of ASU 2023-07 did not have an impact on the Company’s consolidated financial statements as the requirements impact only segment reporting disclosures in the Notes to the Company’s consolidated financial statements. Refer to “Note 13. Segment Information” for additional information.
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 Company adopted ASU 2023-09 effective December 30, 2024. The adoption of ASU 2023-09 did not have a material impact on the Company’s consolidated financial statements as the requirements impact only annual income tax reporting disclosures in the Notes to the Company’s consolidated financial statements.
13
Accounting Pronouncements Issued But Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, “Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires public entities to disclose additional information that disaggregates certain expense captions into specified categories in the Notes to the consolidated financial statements. In January 2025, the FASB issued ASU 2025-01, “Expense Disaggregation Disclosures (Topic 220): Clarifying the Effective Date” (“ASU 2025-01”). The new standard clarifies that ASU 2024-03 is required to be adopted in the annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The disclosure updates are required to be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact the amended guidance will have on its disclosures.
In May 2025, the FASB issued ASU 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810) - Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity” (“ASU 2025-03”), which revises the guidance in ASC 805 to clarify the requirements for identifying the accounting acquirer in a business combination that is effected by exchanging equity interests in which a variable interest entity is acquired. ASU 2025-03 is required to be adopted in the annual reporting periods beginning after December 15, 2026, including interim periods within those annual reporting periods, with early adoption permitted. The disclosure updates are required to be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact the amended guidance will have on its consolidated financial statements and related disclosures.
Note 2. Revenue from Contracts with Customers
The following table presents Net sales disaggregated by product category (in millions):
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | |||||||||||||||||||||||
Landscaping products(a) | $ | $ | $ | $ | ||||||||||||||||||||||
Agronomic and other products(b) | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
(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 ASC 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 June 29, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $18.9 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 June 29, 2025 and December 29, 2024, contract liabilities were $18.9 million and $16.3 million, respectively, and were included within Accrued liabilities in the accompanying Consolidated Balance Sheets. The increase in the contract liability balance during the six months ended June 29, 2025 is primarily a result of cash payments received in advance of satisfying performance obligations, partially offset by $8.2 million of revenue recognized and the expiration of points related to the customer loyalty rewards program during the period.
14
Note 3. Acquisitions
The Company enters into strategic acquisitions in an effort to better service existing customers and to attract new customers. The Company completed acquisitions for an aggregate purchase price of $11.4 million and $98.9 million and deferred contingent consideration of $1.1 million and $5.4 million for the six months ended June 29, 2025 and June 30, 2024, respectively. As of June 29, 2025, the Company completed the following acquisitions since the start of the 2024 Fiscal Year:
•In March 2025, the Company acquired the assets and assumed the liabilities of Green Trade of Georgia, LLC (“Green Trade”). With one location in Jasper, Georgia, Green Trade is a wholesale distributor of nursery products to landscape professionals.
•In January 2025, the Company’s majority-owned subsidiary, Devil Mountain Wholesale Nursery, LLC (“Devil Mountain”), acquired the assets and assumed the liabilities of Pacific Nurseries, LLC (“Pacific Nurseries”). With one location in Colma, California, Pacific Nurseries is a wholesale distributor of nursery products to landscape professionals.
•In December 2024, the Company acquired the assets and assumed the liabilities of Custom Stone. With six locations across Texas, Custom Stone is a wholesale distributor of hardscape products to landscape professionals.
•In December 2024, the Company acquired the assets and assumed the liabilities of OakStreet Wholesale Nursery, LLC (“OakStreet”). With one location in Fairview, Texas, OakStreet is a wholesale distributor of nursery products to landscape professionals.
•In July 2024, the Company acquired the assets and assumed the liabilities of Millican Nurseries, LLC (“Millican Nurseries”). With one location in Chichester, New Hampshire, Millican Nurseries is a wholesale distributor of nursery products to landscape professionals.
•In June 2024, the Company acquired the assets and assumed the liabilities of Cohen & Cohen Natural Stone Inc. (“Cohen & Cohen”). With one location in Ottawa, Ontario, Canada, Cohen & Cohen is a wholesale distributor of hardscapes to landscape professionals.
•In May 2024, the Company acquired the assets and assumed the liabilities of AC Florida Pavers, LLC, doing business as Hardscape.com (“Hardscape.com”). With four locations in Boca Raton, Ft. Myers, Tampa, and Jupiter, Florida, Hardscape.com is a wholesale distributor of hardscapes to landscape professionals.
•In April 2024, the Company entered into a Securities Purchase and Redemption Agreement, pursuant to which it acquired a 75 % ownership interest in Devil Mountain. The Company also entered into the Operating Agreement in connection with the acquisition of the Company’s controlling interest that contains put and call options whereby the remaining 25 % ownership interest in Devil Mountain may be sold to the Company through the exercise of the holders’ put option or purchased by the Company through the exercise of the Company’s call option. The acquisition date fair value of the Redeemable non-controlling interest was $18.6 million. 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.
•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.
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.
Note 4. 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.
15
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 receivable, interest rate swap contracts, long-term debt, and Redeemable non-controlling interest. 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 has, in the past, utilized interest rate swap contracts to reduce its exposure to fluctuations in variable interest rates for interest payments on existing debt. Prior to the termination of interest rate swaps 7, 8, and 9 upon maturity on March 23, 2025, the Company was 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 recognized any differences between the variable interest rate payments and the fixed interest rate settlements with the swap counterparties as adjustments to interest expense over the life of the swaps. The Company had designated these swaps as cash flow hedges and recorded the estimated fair value of the swaps to Accumulated other comprehensive income (loss) (“AOCI”) on its Consolidated Balance Sheets.
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, which were terminated upon maturity:
| Derivatives designated as hedging instruments | Inception Date | Amended Effective Date | Maturity Date | Notional Amount (in millions) | Fixed Interest Rate | Type of Hedge | ||||||||||||||||||||||||||||||||
| Interest rate swap 3 | December 17, 2018 | April 14, 2023 | January 14, 2024 | $ | % | Cash flow | ||||||||||||||||||||||||||||||||
| Interest rate swap 7 | March 23, 2021 | March 31, 2023 | March 23, 2025 | $ | % | Cash flow | ||||||||||||||||||||||||||||||||
| Interest rate swap 8 | March 23, 2021 | March 31, 2023 | March 23, 2025 | $ | % | Cash flow | ||||||||||||||||||||||||||||||||
| Interest rate swap 9 | March 23, 2021 | March 31, 2023 | March 23, 2025 | $ | % | Cash flow | ||||||||||||||||||||||||||||||||
16
The Company recognized 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 were subject to master netting arrangements. The Company had 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 June 29, 2025 and December 29, 2024 (in millions):
| Derivative Assets | ||||||||||||||||||||||||||
| June 29, 2025 | December 29, 2024 | |||||||||||||||||||||||||
| Derivatives designated as hedging instruments | Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | ||||||||||||||||||||||
| Interest rate contracts | Prepaid expenses and other current assets | $ | Prepaid expenses and other current assets | $ | ||||||||||||||||||||||
| Total derivative assets | $ | $ | ||||||||||||||||||||||||
The Company used significant observable market data or assumptions (Level 2 inputs) that market participants would use in pricing similar assets or liabilities for determining the fair value of the interest rate swap contracts, including assumptions about counterparty risk. The fair value estimates reflected an income approach based on the terms of the interest rate swap contracts and inputs corroborated by observable market data including interest rate curves.
The tables below provide details regarding pre-tax amounts in AOCI and gain (loss) reclassified into income for derivatives designated as cash flow hedges for the three and six months ended June 29, 2025 and June 30, 2024 (in millions):
| Three Months Ended | ||||||||||||||
| Derivatives designated as cash flow hedges | June 29, 2025 | June 30, 2024 | ||||||||||||
| Interest rate contracts | ||||||||||||||
| Gain recorded in Other comprehensive income | $ | $ | ||||||||||||
Gain reclassified from AOCI into income(a) | $ | $ | ||||||||||||
(a) Gain reclassified from AOCI into income is presented within Interest and other non-operating expense, net in the Consolidated Statements of Operations.
| Six Months Ended | ||||||||||||||
Derivatives designated as cash flow hedges | June 29, 2025 | June 30, 2024 | ||||||||||||
| Interest rate contracts | ||||||||||||||
| Gain Recorded in Other Comprehensive Income | $ | $ | ||||||||||||
Gain Reclassified from AOCI into Income(a) | $ | $ | ||||||||||||
(a) Gain reclassified from AOCI into income is presented within Interest and other non-operating expense, net in the Consolidated Statements of Operations.
For the three and six months ended June 29, 2025 and June 30, 2024, there was no ineffectiveness recognized in earnings and there was no
17
Note 5. Property and Equipment, Net
Property and equipment consisted of the following (in millions):
| June 29, 2025 | December 29, 2024 | |||||||||||||
| Land | $ | $ | ||||||||||||
| Buildings and leasehold improvements: | ||||||||||||||
| Buildings | ||||||||||||||
| Leasehold improvements | ||||||||||||||
| Branch equipment | ||||||||||||||
| Office furniture and fixtures and vehicles: | ||||||||||||||
| Office furniture and fixtures | ||||||||||||||
| Vehicles | ||||||||||||||
| Finance lease right-of-use assets | ||||||||||||||
| Mineral rights | ||||||||||||||
| Tooling | ||||||||||||||
| Construction in progress | ||||||||||||||
| Total property and equipment, gross | ||||||||||||||
| Less: accumulated depreciation and amortization | ||||||||||||||
| Property and equipment, net | $ | $ | ||||||||||||
Amortization of finance right-of-use (“ROU”) assets and depreciation expense was $20.2 million and $40.1 million for the three and six months ended June 29, 2025, and $18.9 million and $35.8 million for the three and six months ended June 30, 2024, 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 June 29, 2025 and December 29, 2024 were $27.6 million and $25.2 million, less accumulated amortization of $15.1 million and $13.1 million, respectively. Amortization of these software costs was $0.9 million and $1.8 million for the three and six months ended June 29, 2025, and $0.6 million and $1.2 million for the three and six months ended June 30, 2024, respectively.
Note 6. Goodwill and Intangible Assets, Net
Goodwill
The changes in the carrying amount of goodwill were as follows (in millions):
| December 30, 2024 | January 1, 2024 | |||||||||||||
| to June 29, 2025 | to December 29, 2024 | |||||||||||||
| Beginning balance | $ | $ | ||||||||||||
Goodwill acquired during the period(a) | ||||||||||||||
| Goodwill adjusted during the period | ( | |||||||||||||
| Ending balance | $ | $ | ||||||||||||
______________
(a) Additions to goodwill during the periods presented reflect the acquisitions described in Note 3.
18
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 of amortization over their estimated useful lives. An accelerated amortization method reflecting the pattern in which the asset will be consumed is utilized if that pattern can be reliably determined. If that pattern cannot be reliably determined, a straight-line amortization method is used. The Company considers the period of expected cash flows and 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):
| June 29, 2025 | December 29, 2024 | |||||||||||||||||||||||||||||||||||||||||||
| Weighted Average Remaining Useful Life | Amount | Accumulated Amortization | Net | Amount | Accumulated Amortization | Net | ||||||||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Trademarks and other | ||||||||||||||||||||||||||||||||||||||||||||
| Total intangibles | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
During the six months ended June 29, 2025, the Company recorded $6.3 million of intangible assets, including $5.8 million in Customer relationship intangibles and $0.5 million in Trademarks and other intangibles. The change in Customer relationship intangibles and Trademarks and other intangibles included additions of $4.8 million and $0.3 million, respectively, as a result of the acquisitions completed in 2025 as described in “Note 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 $1.0 million and $0.2 million, respectively.
During the six months ended June 30, 2024, the Company recorded $27.8 million of intangible assets, including $22.8 million in Customer relationship intangibles and $5.0 million in Trademarks and other intangibles. The change in Customer relationship intangibles and Trademarks and other intangibles included additions of $21.7 million and $5.1 million, respectively, as a result of the acquisitions completed in 2024 as described in “Note 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 $1.1 million and $(0.1 ) million, respectively.
Customer relationship intangible assets are amortized over a weighted-average period of approximately 20 years. Trademarks and other intangible assets are amortized over a weighted-average period of approximately five years .
Amortization expense for intangible assets was $14.2 million and $28.8 million for the three and six months ended June 29, 2025, and $15.1 million and $30.5 million for the three and six months ended June 30, 2024, respectively.
Total future amortization estimated as of June 29, 2025 is as follows (in millions):
| Fiscal year ending: | |||||
| 2025 (remainder) | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total future amortization | $ | ||||
19
Note 7. 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. 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 exercises of lease renewal options are at the Company’s sole discretion. Finance lease obligations consist primarily of the Company’s vehicle fleet. 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 | Six Months Ended | |||||||||||||||||||||||||||||||
| Lease Cost | Classification | June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | |||||||||||||||||||||||||||
| Finance lease cost: | ||||||||||||||||||||||||||||||||
| Amortization of right-of-use assets | Cost of goods sold | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Amortization of right-of-use assets | Selling, general and administrative expenses | |||||||||||||||||||||||||||||||
| Interest on lease liabilities | Interest and other non-operating expenses, net | |||||||||||||||||||||||||||||||
| Operating lease cost | Cost of goods sold | |||||||||||||||||||||||||||||||
| Operating lease cost | Selling, general and administrative expenses | |||||||||||||||||||||||||||||||
| Short-term lease cost | Cost of goods sold | |||||||||||||||||||||||||||||||
| Short-term lease cost | Selling, general and administrative expenses | |||||||||||||||||||||||||||||||
| Variable lease cost | Selling, general and administrative expenses | |||||||||||||||||||||||||||||||
| Sublease income | Selling, general and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Total lease cost | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Supplemental cash flow information related to leases was as follows (in millions):
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| Other Information | June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||||
| Cash paid for amounts included in the measurements of lease liabilities: | ||||||||||||||||||||||||||
| Operating cash flows from finance leases | $ | $ | $ | $ | ||||||||||||||||||||||
| Operating cash flows from operating leases | $ | $ | $ | $ | ||||||||||||||||||||||
| Financing cash flows from finance leases | $ | $ | $ | $ | ||||||||||||||||||||||
| Right-of-use assets obtained in exchange for new lease liabilities: | ||||||||||||||||||||||||||
| Finance leases | $ | $ | $ | $ | ||||||||||||||||||||||
| Operating leases | $ | $ | $ | $ | ||||||||||||||||||||||
20
The aggregate future lease payments for operating and finance leases as of June 29, 2025 were as follows (in millions):
| Maturity of Lease Liabilities | Operating Leases | Finance Leases | ||||||||||||
| Fiscal year: | ||||||||||||||
| 2025 (remainder) | $ | $ | ||||||||||||
| 2026 | ||||||||||||||
| 2027 | ||||||||||||||
| 2028 | ||||||||||||||
| 2029 | ||||||||||||||
| 2030 | ||||||||||||||
| Thereafter | ||||||||||||||
| Total lease payments | ||||||||||||||
| Less: interest | ||||||||||||||
| Present value of lease liabilities | $ | $ | ||||||||||||
The weighted-average lease terms and discount rates were as follows:
| Lease Term and Discount Rate | June 29, 2025 | June 30, 2024 | ||||||||||||
| Weighted-average remaining lease term: | ||||||||||||||
| Finance leases | ||||||||||||||
| Operating leases | ||||||||||||||
| Weighted-average discount rate: | ||||||||||||||
| Finance leases | % | % | ||||||||||||
| Operating leases | % | % | ||||||||||||
Note 8. 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 $4.4 million and $9.5 million for the three and six months ended June 29, 2025, and $5.0 million and $9.9 million for the three and six months ended June 30, 2024, 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, 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, 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. As of June 29, 2025, the aggregate number of shares that remain available to be issued under the 2020 Plan is 2,564,129 .
21
Stock options and RSUs granted to employees vest over a four-year 25 10 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 performance peer group, subject to adjustment based upon the application of a return on invested capital modifier.
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.
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.
A summary of stock-based compensation activities during the six months ended June 29, 2025 was as follows (in thousands):
| Stock Options | RSUs | DSUs | PSUs | ||||||||||||||||||||
| Outstanding as of December 29, 2024 | |||||||||||||||||||||||
| Granted | |||||||||||||||||||||||
Exercised/Vested/Settled(a) | ( | ( | |||||||||||||||||||||
| Expired or forfeited | ( | ( | ( | ||||||||||||||||||||
| Outstanding as of June 29, 2025 | |||||||||||||||||||||||
______________
(a) Does not include 32.6 thousand stock options and 92.1 thousand RSUs granted to retirement eligible associates under the Rule of 65. While these shares immediately vested, they have not been settled.
22
There were no
| June 29, 2025 | June 30, 2024 | ||||||||||
| RSUs | $ | $ | |||||||||
| DSUs | $ | $ | |||||||||
PSUs(a) | $ | $ | |||||||||
(a) Includes PSUs granted and settled during the six months ended June 30, 2024 at greater than 100 % of their original grant amount.
A summary of stock-based compensation expenses recognized during the periods was as follows (in millions):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||
| Stock options | $ | $ | $ | $ | |||||||||||||||||||
RSUs(a) | |||||||||||||||||||||||
| DSUs | |||||||||||||||||||||||
| PSUs | ( | ( | ( | ||||||||||||||||||||
| Total stock-based compensation | $ | $ | $ | $ | |||||||||||||||||||
______________
(a) Stock-based compensation expense for the three and six months ended June 29, 2025 and June 30, 2024 included accelerated expense related to retirement eligible associates under the Rule of 65. These amounts on a net expense basis included $6.0 million related to RSUs for the six months ended June 29, 2025, and $4.1 million related to RSUs for the six months ended June 30, 2024.
A summary of unrecognized stock-based compensation expense was as follows:
| June 29, 2025 | December 29, 2024 | ||||||||||||||||||||||
| Unrecognized Compensation (in millions) | Weighted Average Remaining Period | Unrecognized Compensation (in millions) | Weighted Average Remaining Period | ||||||||||||||||||||
| Stock options | $ | $ | |||||||||||||||||||||
| RSUs | $ | $ | |||||||||||||||||||||
| DSUs | $ | $ | |||||||||||||||||||||
| PSUs | $ | $ | |||||||||||||||||||||
23
Note 9. Long-Term Debt
Long-term debt was as follows (in millions):
| June 29, 2025 | December 29, 2024 | |||||||||||||
| ABL facility | $ | $ | ||||||||||||
| Subsidiary ABL facility | ||||||||||||||
| Term loans | ||||||||||||||
| Hybrid debt instruments | ||||||||||||||
| Total gross long-term debt | ||||||||||||||
| Less: unamortized debt issuance costs and discounts on debt | ( | ( | ||||||||||||
| Total debt | $ | $ | ||||||||||||
| Less: current portion | ( | ( | ||||||||||||
| Total long-term debt | $ | $ | ||||||||||||
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 $499.3 million and $581.2 million as of June 29, 2025 and December 29, 2024, 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 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 weighted average interest rate on outstanding balances under the ABL Facility was 5.66805 % as of June 29, 2025. There was no outstanding balance under the ABL Facility as of December 29, 2024. The commitment fee on unfunded amounts was 0.25
24
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 June 29, 2025, the Company was in compliance with all of the ABL Facility covenants.
Subsidiary ABL Facility
In connection with the Company’s acquisition of a controlling interest in Devil Mountain, on April 30, 2024, Devil Mountain entered into the Eighth Amendment to the Credit Agreement and Consent providing for an asset-based credit facility (the “Devil Mountain ABL Facility”) of up to $20.0 million, subject to borrowing base availability.
Loans under the Devil Mountain ABL Facility bear interest at either (i) an adjusted term SOFR rate equal to term SOFR plus an applicable margin of 1.90 % or 2.10 % or (ii) an alternate base rate plus an applicable margin of 0.80 % or 1.00 %, subject to a 0.20 % reduction when the Fixed Charge Coverage Ratio (as defined in the Devil Mountain ABL Facility) is greater than 2.00 :1.00. Additionally, undrawn commitments under the Devil Mountain ABL Facility bear a commitment fee of 0.25 % on the actual undrawn portion of the commitments under the Devil Mountain ABL Facility based upon the daily utilization for the previous quarter. The interest rate on the outstanding balance under the Devil Mountain ABL Facility was 6.22413 % and 6.65265 % as of June 29, 2025 and December 29, 2024, respectively. Devil Mountain was in compliance with all of the Devil Mountain ABL Facility covenants as of June 29, 2025.
25
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 Company, through its subsidiaries, entered into the Fifth Amendment to the Amended and Restated Credit Agreement (the “Fifth Amendment”), by and among the Borrowers, JPMorgan Chase Bank, N.A. 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 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 %. 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. On July 2, 2024, the Borrowers entered into the Second Amendment to the Second Amended and Restated Credit Agreement (the “Second Amendment”) that amends and restates the Second Amended and Restated Credit Agreement, dated as of March 23, 2021. The Second Amendment provides for, among other things, an aggregate principal amount of approximately $392.7 million in term loans (the “Tranche B Term Loans”). The Tranche B Term Loans are guaranteed by Bidco and each direct and indirect wholly-owned U.S. restricted subsidiary of Landscape. The Tranche B 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 Tranche B Term Loans mature on March 22, 2030.
The Tranche B Term Loans bear interest, at Landscape Holding’s option, at either (i) an adjusted Term SOFR rate plus an applicable margin equal to 1.75 % (with a Term SOFR floor of 0.50 %) or (ii) an alternative base rate plus an applicable margin equal to 0.75 %. Voluntary prepayments of the Tranche B Term Loans are permitted at any time, in minimum principal amounts, without premium or penalty, unless in connection with certain repricing transactions that occur within the first six months after the date of effectiveness of the Second Amendment. The Tranche B Term Loans will mature on March 22, 2030. The interest rate on the outstanding balance of the Tranche B Term Loans was 6.06134 % and 6.27397 % as of June 29, 2025 and December 29, 2024, respectively.
The Second Amended and Restated Credit Agreement, as amended by the Second Amendment, 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 Tranche B Term Loans are payable in consecutive quarterly installments equal to 0.25 % of the aggregate initial principal amount of the Tranche B Term Loans until the maturity date. In addition, the Tranche B Term Loans are subject to annual mandatory prepayments in an amount equal to 50 % of excess cash flow, as defined in the Second Amendment for the applicable fiscal year if 50 % of excess cash flow exceeds $24.0 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 Amendment. As of June 29, 2025, the Company was in compliance with all of the Second Amendment covenants.
Interest Expense
During the three and six months ended June 29, 2025, the Company incurred total interest expense of $10.3 million and $17.7 million, respectively, of which $7.9 million and $13.2 million related to interest on the asset-based credit facilities and the term loans, respectively. 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 $0.2 million and $0.5 million for the three and six months ended June 29, 2025, respectively. The remaining $2.2 million and $4.0 million of interest expense is primarily related to interest attributable to finance leases, partially offset by interest income for the three and six months ended June 29, 2025, respectively.
During the three and six months ended June 30, 2024, the Company incurred total interest expense of $9.0 million and $15.7 million, respectively, of which $7.0 million and $12.2 million related to interest on the ABL Facility and the term loans, respectively. 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 $0.4 million and $0.7 million for the three and six months ended June 30, 2024, respectively. The remaining $1.6 million and $2.8 million of interest expense is primarily related to interest attributable to finance leases, partially offset by interest income for the three and six months ended June 30, 2024, respectively.
26
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. As of June 29, 2025, there was no outstanding amount as the interest rate swaps were terminated upon maturity on March 23, 2025. Refer to “Note 4. Fair Value Measurement and Interest Rate Swaps” for additional information regarding interest rate swaps and hybrid debt instruments.
Note 10. Income Taxes
The Company’s effective tax rate was approximately 25.4 % for the six months ended June 29, 2025 and approximately 23.0 % for the six months ended June 30, 2024. The increase in the effective rate was primarily due to a decrease in the amount of excess tax benefits from stock-based compensation recognized as a component of Income tax expense in the Company’s Consolidated Statements of Operations. The Company recognized tax deficiencies of $0.3 million for the six months ended June 29, 2025, as compared to excess tax benefits of $2.8 million for the six months ended June 30, 2024. 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 six months ended June 29, 2025 and June 30, 2024, the Company recorded no
Tax Equity Investment:
In November 2024, the Company entered into an agreement to become a limited partner in a tax-advantaged limited partnership for an interest in an approved qualified renewable energy project. This investment qualified for the application of PAM. During the year ended December 29, 2024, the Company amortized the initial cost of the investment, inclusive of the delayed equity contribution, in proportion to the income tax credits and other income tax benefits that were allocated to the Company. As of June 29, 2025 and December 29, 2024, the carrying value of the tax equity investment was approximately $0.5 million and $0.5 million, respectively, and was recorded in Other assets on the Consolidated Balance Sheets. There was no impairment of the Company’s tax equity investment during the six months ended June 29, 2025.
Note 11. 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 June 29, 2025 and December 29, 2024, 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 June 29, 2025 and December 29, 2024, respectively.
Letters of Credit
As of June 29, 2025 and December 29, 2024, outstanding letters of credit were $22.2 million and $18.8 million, respectively. There were no
27
Note 12. Earnings (Loss) Per Share
The Company computes basic EPS by dividing Net income (loss) attributable to SiteOne 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 issuable shares 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 and six months ended June 29, 2025 and June 30, 2024:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | |||||||||||||||||||||||
| Shares used in the computation of basic earnings per share | ||||||||||||||||||||||||||
| Effect of dilutive securities: | ||||||||||||||||||||||||||
| Stock options | ||||||||||||||||||||||||||
| RSUs and PSUs | ||||||||||||||||||||||||||
| DSUs | ||||||||||||||||||||||||||
| Shares used in the computation of diluted earnings per share | ||||||||||||||||||||||||||
The diluted earnings per common share calculation for the three months ended June 29, 2025 and June 30, 2024 excluded the effect of 411,032 and 210,957 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. In addition, the diluted earnings per common share calculation for the six months ended June 29, 2025 and June 30, 2024 excluded the anti-dilutive effect of 406,932 and 225,229 potential shares of common stock, respectively.
Note 13. Segment Information
The Company operates as one operating segment. The Company’s consolidated results represent the results of its one operating segment based on how the Company’s CODM, its Chairman and Chief Executive Officer, views the business for purposes of evaluating performance and making operating decisions.
The CODM reviews financial information on a consolidated basis and uses the segment performance measure of consolidated Net income to assess financial performance of the Company and determine how to allocate resources of the Company as a whole. Consolidated Net income is used by the CODM to make key operating decisions, such as the determination of the rate at which the Company seeks to grow consolidated Net income and the allocation of budgets between the significant segment expenses within Cost of goods sold and Selling, general and administrative expenses. The CODM does not regularly review asset information and therefore, the Company does not report asset information beyond what is disclosed in the Consolidated Balance Sheets.
28
The following table presents selected financial information with respect to the Company’s single operating segment (in millions):
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | |||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||
| Cost of goods sold: | ||||||||||||||||||||||||||||||||
| Inventory costs, net of supplier incentives and discounts | ||||||||||||||||||||||||||||||||
| Freight, handling, and distribution expenses | ||||||||||||||||||||||||||||||||
Other Cost of goods sold(a)(b) | ||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses: | ||||||||||||||||||||||||||||||||
| Compensation expenses | ||||||||||||||||||||||||||||||||
| Facility expenses | ||||||||||||||||||||||||||||||||
| Depreciation and amortization expenses | ||||||||||||||||||||||||||||||||
| Delivery expenses | ||||||||||||||||||||||||||||||||
Other Selling, general and administrative expenses(c) | ||||||||||||||||||||||||||||||||
| Other income | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Interest and other non-operating expenses, net | ||||||||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
(a) Includes depreciation and amortization expenses of $1.7 million and $3.4 million for the three and six months ended June 29, 2025, and $2.0 million and $3.7 million for the three and six months ended June 30, 2024, respectively.
(b) Primarily includes inventory production, obsolescence, and customer program costs.
(c) Primarily includes professional and legal-related fees, credit card processing, information technology, marketing, and insurance expenses, partially offset by the capitalization of overhead expenses.
29
Note 14. Subsequent Events
One Big Beautiful Bill Act
On July 4, 2025, the U.S. enacted new tax legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”), which included changes in tax laws that may affect recorded deferred tax assets and deferred tax liabilities as well as the Company’s effective tax rate in the future. While the Company is continuing to review the potential impact of OBBBA, it anticipates an impact to its deferred tax and income tax payable as a result of reinstating the 100% bonus depreciation provision for assets placed in service after January 19, 2025, and restoring the full expensing of qualifying domestic research and development expenditures. The Company does not expect any material changes to the consolidated financial statements or ongoing tax rate as a result of this legislation.
Acquisitions
On July 24, 2025, the Company acquired the assets and assumed the liabilities of Grove Nursery Center, Inc. and Nature’s Grove, LLC (collectively, “Grove Nursery”). With one location in northwest Minneapolis, Minnesota, Grove Nursery is a wholesale distributor of nursery products to landscape professionals.
On July 24, 2025, the Company acquired the assets and assumed the liabilities of Nashville Nursery and Landscape Supply, Inc. (“Nashville Nursery”). With one location in Nashville, Tennessee, Nashville Nursery is a wholesale distributor of nursery products to landscape professionals.
30
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with the unaudited consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q. The following discussion may contain forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in “Special Note Regarding Forward-Looking Statements and Information” included herein and the section entitled “Risk Factors” in the Annual Report on Form 10-K for the fiscal year ended December 29, 2024.
Overview
SiteOne Landscape Supply, Inc. (collectively with all of its subsidiaries referred to in this Quarterly Report on Form 10-Q as “SiteOne,” the “Company,” “we,” “us,” and “our”) indirectly owns 100% of the membership interest in SiteOne Landscape Supply Holding, LLC (“Landscape Holding”). Landscape Holding is the parent and sole owner of SiteOne Landscape Supply, LLC (“Landscape”).
We are the largest and only national full product line wholesale distributor of landscape supplies in the United States and have an established presence in Canada. Our customers are primarily residential and commercial landscape professionals who specialize in the design, installation, and maintenance of lawns, gardens, golf courses, and other outdoor spaces. As of June 29, 2025, we had over 680 branch locations in 45 U.S. states and six Canadian provinces. Through our expansive North American network, we offer a comprehensive selection of approximately 170,000 SKUs, including irrigation supplies, fertilizer and control products (e.g., herbicides), hardscapes (including pavers, natural stone, and blocks), landscape accessories, nursery goods, outdoor lighting, and ice melt products to green industry professionals. We also provide value-added consultative services to complement our product offerings and to help our customers operate and grow their businesses.
Business Environment and Trends
The second quarter of 2025 continued to present economic challenges driven by trade policies and tariffs, elevated interest rates, housing affordability, inflation concerns, geopolitical conflicts, weakened consumer sentiment, and persistent PVC pipe and grass seed price deflation. We are monitoring the impacts of tariffs and the associated trade agreements. In response, we have implemented, and will continue to implement, various actions to mitigate the effects. These actions include controlling costs, pricing measures, and operational and supply chain enhancements. While we saw solid growth in the maintenance end market and our commercial initiatives drove market share gains during the first half of 2025, a challenging macroeconomic environment has continued to diminish consumer confidence and discretionary spending, leading to softer demand in the new residential construction and repair and upgrade end markets. We therefore anticipate continued pressure on Net sales growth and Net income for the foreseeable future. For the three and six months ended June 29, 2025, we achieved Net sales growth of 3% and 4%, respectively, primarily driven by acquisitions. Organic Daily Sales were flat for the three and six months ended June 29, 2025, respectively, as solid growth in the maintenance end market was offset by softer demand in the new residential construction and repair and upgrade end markets. Overall, we estimate pricing had a negligible impact on Organic Daily Sales for the three months ended June 29, 2025 and reduced Organic Daily Sales by approximately 1% for the six months ended June 29, 2025. The negative pricing trend that began in the second half of the 2023 Fiscal Year has moderated and is expected to improve through the remainder of 2025, with the impact of pricing projected to be approximately flat for the 2025 Fiscal Year. Gross margin increased 30 basis points for the three months ended June 29, 2025, primarily due to improved price realization, benefits from our initiatives, and a positive contribution from acquisitions with higher gross margins. Gross margin was flat for the six months ended June 29, 2025. Selling, general and administrative expenses (“SG&A”) increased 2% and 3% for the three and six months ended June 29, 2025, respectively, primarily reflecting the impact of acquisitions. SG&A as a percentage of Net sales decreased 40 basis points to 23.9% for the three months ended June 29, 2025 compared to 24.3% for the three months ended June 30, 2024, and decreased 20 basis points to 28.8% for the six months ended June 29, 2025 compared to 29.0% for the six months ended June 30, 2024. The improvement in SG&A as a percentage of Net sales for the three and six months ended June 29, 2025 is primarily due to our actions to increase efficiency and better align operating costs with the current market demand. Net income attributable to SiteOne increased to $129.0 million and $101.7 million for the three and six months ended June 29, 2025, respectively, compared to $120.2 million and $100.9 million for the same periods of 2024, respectively, primarily due to higher Net sales, improved gross margin, and SG&A leverage. Net cash provided by operating activities decreased to $7.1 million for the six months ended June 29, 2025, compared to $48.1 million for the six months ended June 30, 2024, primarily driven by earlier purchases of inventory ahead of tariffs.
31
Looking forward, the trend of consumers spending more time at home and investing in their outdoor living spaces is expected to continue. Increases in home values, lack of affordable new homes, rising insurance costs, and elevated mortgage interest rates for prolonged periods have resulted in existing homeowners remaining in place for longer periods. In the first half of 2025, constraint on affordability continued with increasingly weaker new and existing home demand as a result of the current macroeconomic environment. However, the long-term outlook for the landscape supply industry remains strong, driven by favorable population trends, housing demand, and continued interest in outdoor living. We remain confident in the landscape supply industry growth opportunities and our ability to continue providing our customers, suppliers, and shareholders with exceptional value. We are the only national full product line wholesale distributor of landscape supplies in the United States. With a robust acquisition pipeline and a flexible business model, we remain committed to our strategic and operational initiatives and will continue to focus on driving growth organically and through acquisitions while gaining market share and delivering margin expansion by leveraging our scale, resources, and capabilities. Our balanced end market mix, broad product portfolio, geographic coverage, and commercial and operational initiatives provide us with multiple opportunities to achieve growth and position us to be resilient in softer markets.
As we continue to navigate through the current uncertainties presented by volatile market and economic conditions, we believe that we are prepared to meet the challenges ahead due to our well-balanced business, strong financial condition, dedicated and experienced teams, and focused business strategy. We continue to execute our disciplined cost control and gross margin management. Our balance sheet and liquidity position provide us the flexibility to operate effectively and execute our growth strategy, as well as to complete share repurchases through the evolving market conditions. We continue to closely monitor the impact on our business and the related risks and uncertainties of tariffs, interest rates, inflation, and consumer sentiment. These conditions are beyond our control, and we cannot estimate with certainty the full extent of their impact on our business, results of operations, cash flows, and/or financial condition. To mitigate the effects of these conditions, we may take actions that alter our business operations if required or that we determine are in the best interests of our associates, customers, suppliers, and shareholders. The forward-looking statements in this Business Environment and Trends section are subject to significant risks and uncertainties. See Part I, Item 1A. - “Risk Factors”, in our Annual Report on Form 10-K for the 2024 Fiscal Year for a discussion of the various risks that could have a material adverse effect on our reputation, business, financial position, results of operations, and cash flows.
Presentation
Our financial statements included in this report have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Our fiscal year is a 52- or 53-week period ending on the Sunday nearest to December 31 in each year. Our fiscal years ending December 28, 2025 (the “2025 Fiscal Year”) and December 29, 2024 (the “2024 Fiscal Year”) both include 52 weeks. Additionally, our fiscal quarters end on the Sunday nearest to March 31, June 30, and September 30, respectively. The three months ended June 29, 2025 and June 30, 2024 both included 13 weeks. The six months ended June 29, 2025 and June 30, 2024 both included 26 weeks.
We manage our business as a single reportable segment. Within our organizational framework, the same operational resources support multiple geographic regions, and performance is evaluated at a consolidated level. Each of our regions has similar operations and economic characteristics such as the nature of products and services, the types of customers we sell to, and the distribution methods utilized. In addition, our product categories have similar supply chain processes and classes of customers.
Key Business and Performance Metrics
We focus on a variety of indicators and key operating and financial metrics to monitor the financial condition and performance of our business. These metrics include:
Net sales. We generate Net sales primarily through the sale of landscape supplies, including irrigation supplies, fertilizer and control products, hardscapes, landscape accessories, nursery goods, outdoor lighting, and ice melt products to our customers who are primarily landscape contractors serving the residential and commercial construction sectors. Our Net sales include billings for freight and handling charges, and commissions on the sale of control products that we sell as an agent. Net sales are presented net of any discounts, returns, customer rebates, and sales or other revenue-based taxes.
Non-GAAP Organic Sales. In managing our business, we consider all growth, including the opening of new greenfield branches, to be organic growth unless it results from an acquisition. When we refer to Organic Sales growth, we include increases in growth from newly-opened greenfield branches and decreases in growth from closing existing branches but exclude increases in growth from acquired branches until they have been under our ownership for at least four full fiscal quarters at the start of the fiscal reporting period.
32
Non-GAAP Selling Days. Selling Days are defined as business days, excluding Saturdays, Sundays, and holidays, that our branches are open during the year. Depending upon the location and the season, our branches may be open on Saturdays and Sundays; however, for consistency, those days have been excluded from the calculation of Selling Days.
Non-GAAP Organic Daily Sales. We define Organic Daily Sales as Organic Sales divided by the number of Selling Days in the relevant reporting period. We believe Organic Sales growth and Organic Daily Sales growth are useful measures for evaluating our performance as we may choose to open or close branches in any given market depending upon the needs of our customers or our strategic growth opportunities. Refer to “Results of Operations – Quarterly Results of Operations Data” for a reconciliation of Organic Daily Sales to Net sales.
Cost of goods sold. Our Cost of goods sold includes all inventory costs, such as the purchase price paid to suppliers, net of any volume-based incentives and discounts, as well as inbound freight and handling, and other costs associated with inventory. Cost of goods sold also includes salaries, wages, employee benefits, payroll taxes, bonuses, depreciation, and amortization related to inventory production activities. Our Cost of goods sold excludes the cost to deliver the products to our customers through our branches, which is included in Selling, general and administrative expenses. Cost of goods sold is recognized primarily using the first-in, first-out method of accounting for the inventory sold.
Gross profit and gross margin. We believe that Gross profit and gross margin are useful for evaluating our operating performance. We define Gross profit as Net sales less Cost of goods sold. We define gross margin as Gross profit divided by Net sales.
Selling, general and administrative expenses (operating expenses). Our operating expenses are primarily comprised of Selling, general and administrative costs, which include compensation expenses (salaries, wages, employee benefits, payroll taxes, stock-based compensation, and bonuses), rent and facility related expenses, fleet and delivery related expenses including fuel costs, information technology, marketing, insurance, and repairs and maintenance expenses, as well as credit card processing and professional fees. Operating expenses also include depreciation and amortization.
Non-GAAP Adjusted EBITDA. In addition to the metrics discussed above, we believe that Adjusted EBITDA is useful for evaluating the operating performance and efficiency of our business. EBITDA represents consolidated Net income (loss) plus the sum of income tax expense (benefit), interest expense, net of interest income, and depreciation and amortization. Adjusted EBITDA represents EBITDA as further adjusted for items such as stock-based compensation expense, (gain) loss on sale of assets and termination of finance leases not in the ordinary course of business, financing fees, as well as other fees and expenses related to acquisitions, and other non-recurring (income) loss. Adjusted EBITDA includes Adjusted EBITDA attributable to non-controlling interest. Refer to “Results of Operations – Quarterly Results of Operations Data” for more information regarding how we calculate EBITDA and Adjusted EBITDA and the limitations of those metrics.
Key Factors Affecting Our Operating Results
In addition to the metrics described above, a number of other important factors may affect our results of operations in any given period.
Weather Conditions and Seasonality
In a typical year, our operating results are impacted by seasonality. Our Net sales and Net income have been higher in the second and third quarters of each fiscal year due to favorable weather and longer daylight conditions during these quarters. Our Net sales have been significantly lower in the first and fourth quarters due to lower landscaping, irrigation, and turf maintenance activities in these quarters, and historically, we have incurred net losses in these quarters. Seasonal variations in operating results may also be significantly impacted by inclement weather conditions, such as snow and ice storms, wet weather, and hurricanes, which not only impact the demand for certain products like fertilizer and ice melt, but also may delay construction projects where our products are used.
33
Industry and Key Economic Conditions
Our business depends on demand from customers for landscape products and services. The landscape supply industry includes a significant amount of landscape products, such as irrigation systems, outdoor lighting, lawn care supplies, nursery goods, and landscape accessories, for use in the construction of newly built homes, commercial buildings and facilities, and recreational spaces. The landscape supply industry has historically grown in line with rates of growth in residential housing and commercial building. The industry is also affected by trends in home prices, mortgage interest rates, home sales, and consumer spending. As general economic conditions improve or deteriorate, consumption of these products and services also tends to fluctuate. The landscape supply industry also includes a significant number of agronomic products such as fertilizer, herbicides, and ice melt for use in maintaining existing landscapes or facilities. The use of these products is also tied to general economic activity, but levels of sales are not as closely correlated to construction markets.
Popular Consumer Trends
Preferences in housing, lifestyle, and environmental awareness can also have an impact on the overall level of demand and mix for the products we offer. Examples of current trends we believe are important to our business include an ongoing interest in professional landscape services inspired by the popularity of home and garden television shows, magazines, and social media, the increasingly popular “outdoor living” trend, which has been a key driver of sales growth for our hardscapes and outdoor lighting products, and the social focus on eco-friendly products that promote water conservation, energy efficiency, and the adoption of “green” standards.
Acquisitions
In addition to organic growth, we continue to grow our business through acquisitions in an effort to better service our existing customers and to attract new customers. These acquisitions have allowed us to further broaden our product lines and extend our geographic reach and leadership positions in local markets. In accordance with GAAP, the results of the acquisitions are reflected in our financial statements from the date of acquisition forward. Additionally, we incur transaction costs in connection with identifying and completing acquisitions as well as ongoing costs as we integrate acquired businesses and seek to achieve synergies. As of June 29, 2025, we completed the following acquisitions since the start of the 2024 Fiscal Year:
•In March 2025, we acquired the assets and assumed the liabilities of Green Trade of Georgia, LLC (“Green Trade”). With one location in Jasper, Georgia, Green Trade is a wholesale distributor of nursery products to landscape professionals.
•In January 2025, our majority-owned subsidiary, Devil Mountain Wholesale Nursery, LLC (“Devil Mountain”), acquired the assets and assumed the liabilities of Pacific Nurseries, LLC (“Pacific Nurseries”). With one location in Colma, California, Pacific Nurseries is a wholesale distributor of nursery products to landscape professionals.
•In December 2024, we acquired the assets and assumed the liabilities of Custom Stone. With six locations across Texas, Custom Stone is a wholesale distributor of hardscape products to landscape professionals.
•In December 2024, we acquired the assets and assumed the liabilities of OakStreet Wholesale Nursery, LLC (“OakStreet”). With one location in Fairview, Texas, OakStreet is a wholesale distributor of nursery products to landscape professionals.
•In July 2024, we acquired the assets and assumed the liabilities of Millican Nurseries, LLC (“Millican Nurseries”). With one location in Chichester, New Hampshire, Millican Nurseries is a wholesale distributor of nursery products to landscape professionals.
•In June 2024, we acquired the assets and assumed the liabilities of Cohen & Cohen Natural Stone Inc. (“Cohen & Cohen”). With one location in Ottawa, Ontario, Canada, Cohen & Cohen is a wholesale distributor of hardscapes to landscape professionals.
•In May 2024, we acquired the assets and assumed the liabilities of AC Florida Pavers, LLC, doing business as Hardscape.com (“Hardscape.com”). With four locations in Boca Raton, Ft. Myers, Tampa, and Jupiter, Florida, Hardscape.com is a wholesale distributor of hardscapes to landscape professionals.
•In April 2024, we entered into a Securities Purchase and Redemption Agreement, pursuant to which we acquired a 75% ownership interest in Devil Mountain Wholesale Nursery, LLC (“Devil Mountain”). We also entered into an amended operating agreement, the Second Amended and Restated Operating Agreement, in connection with the acquisition of our controlling interest that contains put and call options whereby the remaining 25% ownership interest in Devil Mountain may be sold to us through the exercise of the holders’ put option or purchased by us through the exercise of our 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.
34
•In April 2024, we 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.
Volume-Based Pricing
We generally procure our products through purchase orders rather than under long-term contracts with firm commitments. We work to develop strong relationships with select suppliers that we target based on a number of factors, including brand and market recognition, price, quality, product support, service levels, delivery terms, and strategic positioning. We typically have annual supplier agreements, and while they generally do not provide specific product pricing, many include volume-based financial incentives that we earn by meeting or exceeding purchase volume targets. Our ability to earn these volume-based incentives is an important factor in our financial results. In certain cases, we enter into supply contracts with terms that exceed one year for the manufacture of our LESCO® branded fertilizer, some nursery goods, grass seed, and hardscapes, which may require us to purchase products in the future.
Strategic Initiatives
We continue to undertake initiatives, utilizing our scale to improve our profitability, enhance supply chain efficiency, strengthen our pricing and category management capabilities, streamline and refine our marketing process, and invest in more sophisticated information technology systems and data analytics. We remain focused on our procurement and supply chain management initiatives to better serve our customers and reduce sourcing costs. We continue to implement new inventory planning, stocking, and transportation management system functionalities in an effort to reduce costs as well as improve our reliability and level of service. In addition, we continue to enhance our website and B2B e-Commerce platform. We also work closely with our local branches to improve sales, delivery, and branch productivity. We believe we will continue to benefit from the following initiatives, among others:
•Category management initiatives, including the implementation of organic growth strategies, assortment planning, private label expansion, line of business training, and supplier management.
•Supply chain initiatives, including the implementation of new inventory planning and stocking system functionalities, the continued expansion of our distribution network footprint and capabilities, local hubs in large markets, inbound freight optimization, and local fleet utilization and cost improvements.
•Sales force initiatives, including optimizing our commercial sales strategies, leads, and opportunities, while improving the skills and performance of the team.
•Marketing initiatives, including customer analytics and lifecycle marketing, product marketing, Hispanic customer engagement, optimization of our digital marketing strategy, and a continued focus on our Partners Program.
•Digital initiatives, including increasing customer demand as well as adoption of our website, mobile application, and overall B2B e-Commerce platform, SiteOne.com, which provides the convenience of an online sales channel, enhanced account management functionality, and industry specific productivity tools for our customers.
•Operational excellence initiatives, including the implementation of best practices in branch operations which encompasses safety, merchandising, stocking and assortment, customer engagement, delivery, labor management, as well as the additional automation and enhancement of branch systems, including the rollout of improved associate mobile capabilities.
35
Working Capital
Our business is characterized by a relatively high level of reported working capital, the effects of which can be compounded by changes in prices. In addition to affecting our Net sales, fluctuations in prices of supplies tend to result in changes in our reported inventories, trade receivables, and trade payables, even when our sales volumes and our rate of turnover of these working capital items remain relatively constant. Our working capital needs are exposed to these price fluctuations, as well as to fluctuations in our cost for transportation and distribution. We may not always be able to reflect these changes in our pricing. The strategic initiatives described above are designed to reduce our exposure to these fluctuations and maintain and improve our efficiency.
Results of Operations
In the following discussion of our results of operations, we make comparisons between the three and six months ended June 29, 2025 and June 30, 2024 (in millions, except percentages).
| Consolidated Statements of Operations | |||||||||||||||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||||||||||||||
| Net sales | $ | 1,461.6 | 100.0 | % | $ | 1,413.9 | 100.0 | % | $ | 2,401.0 | 100.0 | % | $ | 2,318.7 | 100.0 | % | |||||||||||||||||||
| Cost of goods sold | 930.2 | 63.6 | % | 903.6 | 63.9 | % | 1,559.8 | 65.0 | % | 1,507.2 | 65.0 | % | |||||||||||||||||||||||
| Gross profit | 531.4 | 36.4 | % | 510.3 | 36.1 | % | 841.2 | 35.0 | % | 811.5 | 35.0 | % | |||||||||||||||||||||||
| Selling, general and administrative expenses | 349.1 | 23.9 | % | 343.8 | 24.3 | % | 692.3 | 28.8 | % | 671.5 | 29.0 | % | |||||||||||||||||||||||
| Other income | 5.1 | 0.3 | % | 3.1 | 0.2 | % | 9.0 | 0.4 | % | 7.3 | 0.3 | % | |||||||||||||||||||||||
| Operating income | 187.4 | 12.8 | % | 169.6 | 12.0 | % | 157.9 | 6.6 | % | 147.3 | 6.4 | % | |||||||||||||||||||||||
| Interest and other non-operating expenses, net | 10.3 | 0.7 | % | 9.0 | 0.6 | % | 17.7 | 0.7 | % | 15.7 | 0.7 | % | |||||||||||||||||||||||
| Income tax expense | 45.0 | 3.1 | % | 40.0 | 2.8 | % | 35.6 | 1.5 | % | 30.3 | 1.3 | % | |||||||||||||||||||||||
| Net income | 132.1 | 9.0 | % | 120.6 | 8.5 | % | 104.6 | 4.4 | % | 101.3 | 4.4 | % | |||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||
| Net income attributable to non-controlling interest | 1.2 | 0.1 | % | 0.4 | — | % | 1.0 | — | % | 0.4 | — | % | |||||||||||||||||||||||
| Adjustment of non-controlling interest to redemption value | 1.9 | 0.1 | % | — | — | % | 1.9 | 0.1 | % | — | — | % | |||||||||||||||||||||||
| Net income attributable to SiteOne | $ | 129.0 | 8.8 | % | $ | 120.2 | 8.5 | % | $ | 101.7 | 4.2 | % | $ | 100.9 | 4.4 | % | |||||||||||||||||||
Net sales
Net sales for the three months ended June 29, 2025 increased 3% to $1,461.6 million compared to $1,413.9 million for the three months ended June 30, 2024, and increased 4% to $2,401.0 million for the six months ended June 29, 2025 compared to $2,318.7 million for the six months ended June 30, 2024. These increases were primarily due to contributions from acquisitions. Organic Daily Sales were flat in the second quarter and the first half of 2025, as solid growth in the maintenance end market was offset by softer demand in the new residential construction and repair and upgrade end markets. Based upon year-over-year price changes in our highest selling SKUs, we estimate pricing had a negligible impact on Organic Daily Sales for the three months ended June 29, 2025, and reduced Organic Daily Sales by 1% during the six months ended June 29, 2025. Organic Daily Sales for agronomic products (fertilizer, control products, ice melt, equipment, and other products) increased 7% during the three and six months ended June 29, 2025 primarily due to strong demand in the maintenance end market. Organic Daily Sales for landscaping products (irrigation supplies, hardscapes, landscape accessories, nursery goods, and outdoor lighting) decreased 1% in the second quarter of 2025 and decreased 2% in the first half of 2025 reflecting softer demand in the new residential construction and repair and upgrade end markets. Acquisitions contributed $40.9 million, or 3%, to the Net sales growth for the second quarter of 2025 and $86.0 million, or 4%, to the Net sales growth for the six months ended June 29, 2025.
36
Cost of goods sold
Cost of goods sold increased 3% to $930.2 million for the three months ended June 29, 2025 compared to $903.6 million for the three months ended June 30, 2024, and increased 3% to $1,559.8 million for the six months ended June 29, 2025 compared to $1,507.2 million for the six months ended June 30, 2024. The increase in Cost of goods sold, including Inventory costs, net of supplier incentives and discounts, Freight, handling, and distribution expenses, and Other Cost of goods sold was primarily attributable to acquisitions.
A summary of significant expenses within Cost of goods sold is as follows (in millions):
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | |||||||||||||||||||||||
| Inventory costs, net of supplier incentives and discounts | $ | 860.4 | $ | 845.9 | $ | 1,436.6 | $ | 1,404.4 | ||||||||||||||||||
| Freight, handling, and distribution expenses | 49.8 | 40.9 | 85.1 | 72.4 | ||||||||||||||||||||||
| Other Cost of goods sold | 20.0 | 16.8 | 38.1 | 30.4 | ||||||||||||||||||||||
| Cost of goods sold | $ | 930.2 | $ | 903.6 | $ | 1,559.8 | $ | 1,507.2 | ||||||||||||||||||
Gross profit and gross margin
Gross profit increased 4% to $531.4 million for the three months ended June 29, 2025 compared to $510.3 million for the three months ended June 30, 2024, and increased 4% to $841.2 million for the six months ended June 29, 2025 compared to $811.5 million for the six months ended June 30, 2024. Gross profit growth was driven by higher Net sales, including acquisitions. Gross margin increased 30 basis points to 36.4% for the second quarter of 2025 as compared to 36.1% for the second quarter of 2024 and remained flat at 35.0% for the six months ended June 29, 2025 and June 30, 2024. The increase in gross margin for the three months ended June 29, 2025 was primarily due to improved price realization, benefits from our initiatives, and a positive contribution from acquisitions with higher gross margins.
Selling, general and administrative expenses
SG&A increased 2% to $349.1 million for the three months ended June 29, 2025 compared to $343.8 million for the three months ended June 30, 2024, and increased 3% to $692.3 million for the six months ended June 29, 2025 compared to $671.5 million for the six months ended June 30, 2024. SG&A as a percentage of Net sales decreased 40 basis points to 23.9% for the three months ended June 29, 2025 compared to 24.3% for the three months ended June 30, 2024, and decreased 20 basis points to 28.8% for the six months ended June 29, 2025 compared to 29.0% for the six months ended June 30, 2024. The increase in SG&A, including Compensation, Facility, and Depreciation and amortization expenses was primarily due to the impact of acquisitions with higher operating costs. The improvement in SG&A as a percentage of Net sales for the three and six months ended June 29, 2025 reflected our actions to increase efficiency and better align operating costs with the current market demand.
A summary of significant segment expenses within SG&A is as follows (in millions):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||||||||
| Compensation expenses | $ | 203.1 | $ | 191.9 | $ | 407.9 | $ | 385.4 | |||||||||||||||||||||
| Facility expenses | 61.4 | 58.7 | 121.1 | 114.0 | |||||||||||||||||||||||||
| Depreciation and amortization expenses | 33.6 | 32.6 | 67.3 | 63.8 | |||||||||||||||||||||||||
| Delivery expenses | 19.3 | 20.4 | 36.6 | 38.2 | |||||||||||||||||||||||||
| Other Selling, general and administrative expenses | 31.7 | 40.2 | 59.4 | 70.1 | |||||||||||||||||||||||||
| Selling, general and administrative expenses | $ | 349.1 | $ | 343.8 | $ | 692.3 | $ | 671.5 | |||||||||||||||||||||
Interest and other non-operating expenses, net
Interest and other non-operating expenses, net increased $1.3 million to $10.3 million for the three months ended June 29, 2025 compared to $9.0 million for the three months ended June 30, 2024, and increased $2.0 million to $17.7 million for the six months ended June 29, 2025 compared to $15.7 million for the six months ended June 30, 2024. The increase in interest expense for the three and six months ended June 29, 2025 was primarily due to the maturity of the interest rate swaps on March 23, 2025.
37
Income tax expense
Income tax expense was $45.0 million for the three months ended June 29, 2025 compared to $40.0 million for the three months ended June 30, 2024. The effective tax rate was 25.4% for the three months ended June 29, 2025 compared to 24.9% for the three months ended June 30, 2024. The increase in the effective tax rate was primarily due to a decrease in the amount of excess tax benefits from stock-based compensations recognized as a component of Income tax expense in the Consolidated Statement of Operations. There were no excess tax benefits recognized for the three months ended June 29, 2025 as compared to $0.5 million for the three months ended June 30, 2024.
Income tax expense was $35.6 million for the six months ended June 29, 2025 as compared to $30.3 million for the six months ended June 30, 2024. The effective tax rate was 25.4% for the six months ended June 29, 2025 compared to 23.0% for the six months ended June 30, 2024. The increase in the effective tax rate was primarily due to a decrease in the amount of excess tax benefits from stock-based compensation recognized as a component of Income tax expense in the Consolidated Statements of Operations. Tax deficiencies of $0.3 million were recognized for the six months ended June 29, 2025 as compared to excess tax benefits of $2.8 million for the six months ended June 30, 2024.
Net income attributable to non-controlling interest
Net income attributable to non-controlling interest increased $0.8 million to $1.2 million for the three months ended June 29, 2025 compared to $0.4 million for the three months ended June 30, 2024, and increased $0.6 million to $1.0 million for the six months ended June 29, 2025 compared to $0.4 million for the six months ended June 30, 2024. The increase in Net income attributable to non-controlling interest for the three and six months ended June 30, 2024 was the result of higher net income for the Devil Mountain business during the three and six months ended June 29, 2025 as compared to the same periods of 2024.
Adjustment of non-controlling interest to redemption value
Adjustment of non-controlling interest to redemption value was $1.9 million for the three and six months ended June 29, 2025 as a result of an adjustment of the carrying amount of the Redeemable non-controlling interest to what would be the redemption value assuming the security was redeemable as of June 29, 2025. There was no Adjustment of non-controlling interest to redemption value for the three and six months ended June 30, 2024.
Net income attributable to SiteOne
Net income attributable to SiteOne increased $8.8 million to $129.0 million for the three months ended June 29, 2025 as compared to $120.2 million for the three months ended June 30, 2024, and increased $0.8 million to $101.7 million for the six months ended June 29, 2025 compared to $100.9 million for the six months ended June 30, 2024. The increase in Net income attributable to SiteOne for the three and six months ended June 29, 2025 was primarily due to higher Net sales, improved gross margin, and SG&A leverage.
38
Quarterly Results of Operations Data
The following table sets forth certain financial data for each of the most recent eight fiscal quarters including our unaudited Net sales, Cost of goods sold, Gross profit, Selling, general and administrative expenses, Net income (loss), and Adjusted EBITDA data (including a reconciliation of Adjusted EBITDA to Net income (loss)). We have prepared the quarterly data on a basis that is consistent with the financial statements included in this Quarterly Report on Form 10-Q. In the opinion of management, the financial information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data. This information is not a complete set of financial statements and should be read in conjunction with our financial statements and related notes included in this Quarterly Report on Form 10-Q. The results of historical periods are not necessarily indicative of the results of operations for a full year or any future period.
| (In millions, except per share information and percentages) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Qtr 2 | Qtr 1 | Qtr 4 | Qtr 3 | Qtr 2 | Qtr 1 | Qtr 4 | Qtr 3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 1,461.6 | $ | 939.4 | $ | 1,013.1 | $ | 1,208.8 | $ | 1,413.9 | $ | 904.8 | $ | 965.0 | $ | 1,145.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of goods sold | 930.2 | 629.6 | 675.5 | 797.8 | 903.6 | 603.6 | 638.4 | 757.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross profit | 531.4 | 309.8 | 337.6 | 411.0 | 510.3 | 301.2 | 326.6 | 388.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 349.1 | 343.2 | 364.5 | 349.1 | 343.8 | 327.7 | 332.8 | 311.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other income, net | (5.1) | (3.9) | (2.0) | (8.0) | (3.1) | (4.2) | (4.3) | (4.9) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | 187.4 | (29.5) | (24.9) | 69.9 | 169.6 | (22.3) | (1.9) | 81.2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest and other non-operating expenses, net | 10.3 | 7.4 | 6.7 | 9.5 | 9.0 | 6.7 | 6.5 | 6.4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | 45.0 | (9.4) | (10.1) | 15.8 | 40.0 | (9.7) | (5.0) | 17.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | 132.1 | (27.5) | (21.5) | 44.6 | 120.6 | (19.3) | (3.4) | 57.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to non-controlling interest | 1.2 | (0.2) | 0.2 | 0.2 | 0.4 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of non-controlling interest to redemption value | 1.9 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to SiteOne | $ | 129.0 | $ | (27.3) | $ | (21.7) | $ | 44.4 | $ | 120.2 | $ | (19.3) | $ | (3.4) | $ | 57.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) per common share: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basic | $ | 2.88 | $ | (0.61) | $ | (0.48) | $ | 0.98 | $ | 2.66 | $ | (0.43) | $ | (0.08) | $ | 1.27 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Diluted | $ | 2.86 | $ | (0.61) | $ | (0.48) | $ | 0.97 | $ | 2.63 | $ | (0.43) | $ | (0.08) | $ | 1.25 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA(a) | $ | 226.7 | $ | 22.4 | $ | 31.8 | $ | 114.8 | $ | 210.5 | $ | 21.1 | $ | 39.9 | $ | 119.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net sales as a percentage of annual Net sales | 22.3 | % | 26.6 | % | 31.2 | % | 19.9 | % | 22.4 | % | 26.6 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross profit as a percentage of annual Gross profit | 21.7 | % | 26.3 | % | 32.7 | % | 19.3 | % | 21.9 | % | 26.0 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA as a percentage of annual Adjusted EBITDA | 8.4 | % | 30.3 | % | 55.7 | % | 5.6 | % | 9.7 | % | 29.2 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
_____________________________________
(a) In addition to our Net income (loss) determined in accordance with GAAP, we present Adjusted EBITDA in this Quarterly Report on Form 10-Q to evaluate the operating performance and efficiency of our business. EBITDA represents Net income (loss) plus the sum of Income tax expense (benefit), interest expense, net of interest income, and depreciation and amortization. Adjusted EBITDA is further adjusted for stock-based compensation expense, (gain) loss on sale of assets and termination of finance leases not in the ordinary course of business, financing fees, as well as other fees and expenses related to acquisitions, and other non-recurring (income) loss. We believe that Adjusted EBITDA is an important supplemental measure of operating performance because:
•Adjusted EBITDA is used to test compliance with certain covenants under our long-term debt agreements;
•Adjusted EBITDA is frequently used by securities analysts, investors, and other interested parties in their evaluation of companies, many of which present an Adjusted EBITDA measure when reporting their results;
39
•Adjusted EBITDA is helpful in highlighting operating trends, because it excludes the results of decisions that are outside the control of operating management and that can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate, age and book depreciation of facilities, and capital investments;
•we consider (gains) losses on the acquisition, disposal, and impairment of assets as resulting from investing decisions rather than ongoing operations; and
•other significant non-recurring items, while periodically affecting our results, may vary significantly from period to period and have a disproportionate effect in a given period, which affects comparability of our results.
Adjusted EBITDA is not a measure of our liquidity or financial performance under GAAP and should not be considered as an alternative to Net income, Operating income, or any other performance measures derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of our liquidity. The use of Adjusted EBITDA instead of Net income has limitations as an analytical tool. For example, this measure:
•does not reflect changes in, or cash requirements for, our working capital needs;
•does not reflect our interest expense, net, or the cash requirements necessary to service interest or principal payments, on our debt;
•does not reflect our Income tax expense (benefit) or the cash requirements to pay our income taxes;
•does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;
•does not reflect the recognition of the step-up basis in inventory from acquisitions (i.e., the adjustment to record inventory from historic cost to fair value at acquisition) as the adjustment does not reflect the ongoing expense associated with sale of our products as part of our underlying business; and
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and does not reflect any cash requirements for such replacements.
Management compensates for these limitations by relying primarily on the GAAP results and by using Adjusted EBITDA only as a supplement to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies limiting their usefulness as a comparative measure.
40
The following table presents a reconciliation of Adjusted EBITDA to Net income (loss) (in millions):
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Qtr 2 | Qtr 1 | Qtr 4 | Qtr 3 | Qtr 2 | Qtr 1 | Qtr 4 | Qtr 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reported Net income (loss) | $ | 132.1 | $ | (27.5) | $ | (21.5) | $ | 44.6 | $ | 120.6 | $ | (19.3) | $ | (3.4) | $ | 57.3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | 45.0 | (9.4) | (10.1) | 15.8 | 40.0 | (9.7) | (5.0) | 17.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | 10.3 | 7.4 | 6.7 | 9.5 | 9.0 | 6.7 | 6.5 | 6.4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 35.3 | 35.4 | 35.6 | 35.9 | 34.6 | 32.9 | 34.6 | 31.3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| EBITDA | 222.7 | 5.9 | 10.7 | 105.8 | 204.2 | 10.6 | 32.7 | 112.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation(a) | 2.3 | 13.6 | 5.5 | 5.2 | 3.8 | 10.5 | 5.0 | 5.0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(Gain) loss on sale of assets(b) | (0.5) | (0.2) | 1.5 | 0.3 | (0.3) | (1.0) | (0.1) | (0.2) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financing fees(c) | — | — | — | 0.5 | — | — | — | 0.4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisitions and other adjustments(d) | 2.2 | 3.1 | 14.1 | 3.0 | 2.8 | 1.0 | 2.3 | 2.1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA(e) | $ | 226.7 | $ | 22.4 | $ | 31.8 | $ | 114.8 | $ | 210.5 | $ | 21.1 | $ | 39.9 | $ | 119.8 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
_____________________________________
(a) Represents stock-based compensation expense recorded during the period.
(b) Represents any gain or loss associated with the sale of assets and termination of finance leases not in the ordinary course of business.
(c) Represents fees associated with our debt refinancing and debt amendments.
(d) Represents professional fees and settlement of litigation, performance bonuses, and retention and severance payments related to historical acquisitions. Also included is the cost of inventory that was stepped up to fair value during the second quarter of 2024 related to the purchase accounting of Devil Mountain and charges during the fourth quarter of 2024 for consolidating or closing certain locations acquired in connection with our acquisition of Pioneer Landscape Centers, Inc. and JLL Pioneer LLC. We cannot predict the timing or amount of any such fees or payments. These amounts are recorded in Cost of goods sold and Selling, general and administrative expenses in the Consolidated Statements of Operations.
(e) Adjusted EBITDA excludes any earnings or loss of acquisitions prior to their respective acquisition dates for all periods presented. Adjusted EBITDA includes Adjusted EBITDA attributable to non-controlling interest of $1.8 million and $0.3 million for the second and first quarter of 2025, respectively, and $0.8 million, $0.8 million, and $0.9 million for the fourth, third, and second quarter of 2024, respectively.
The following table presents a reconciliation of Organic Daily Sales to Net sales (in millions, except Selling Days):
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Qtr 2 | Qtr 1 | Qtr 2 | Qtr 1 | ||||||||||||||||||||||||||||||||||||||||||||
| Reported Net sales | $ | 1,461.6 | $ | 939.4 | $ | 1,413.9 | $ | 904.8 | |||||||||||||||||||||||||||||||||||||||
Organic Sales(a) | 1,394.0 | 894.3 | 1,387.2 | 904.8 | |||||||||||||||||||||||||||||||||||||||||||
Acquisition contribution(b) | 67.6 | 45.1 | 26.7 | — | |||||||||||||||||||||||||||||||||||||||||||
| Selling Days | 64 | 64 | 64 | 64 | |||||||||||||||||||||||||||||||||||||||||||
| Organic Daily Sales | $ | 21.8 | $ | 14.0 | $ | 21.7 | $ | 14.1 | |||||||||||||||||||||||||||||||||||||||
_____________________________________
(a) Organic Sales equal Net sales less Net sales from branches acquired in 2025 and 2024.
(b) Represents Net sales from acquired branches that have not been under our ownership for at least four full fiscal quarters at the start of the 2025 Fiscal Year. Includes Net sales from branches acquired in 2025 and 2024.
41
Liquidity and Capital Resources
We assess our liquidity in terms of our cash and cash equivalents on hand and the ability to generate cash to fund our operating and investing activities, repurchase shares, and service our debt, taking into consideration available borrowings and the seasonal nature of our business. We expect that cash and cash equivalents on hand, cash provided from operations, and available capacity under the ABL Facility will provide sufficient funds to operate our business, make capital expenditures, complete acquisitions and share repurchases, and meet all of our liquidity requirements for the next 12 months, including payment of interest and principal on our debt. Longer-term projects or significant investments in acquisitions may be financed through borrowings under our credit facilities or other forms of financing and will depend on then-existing conditions.
In October 2022, our Board of Directors approved a share repurchase authorization for up to $400.0 million of our common stock. We intend to purchase shares under the repurchase authorization from time to time on the open market at the discretion of management, subject to strategic considerations, market conditions, and other factors. The share repurchase authorization does not have an expiration date and may be amended, suspended, or terminated by our Board of Directors at any time. During the six months ended June 29, 2025, we repurchased 494,609 shares of our common stock at an average price per share of $116.71. As of June 29, 2025, the dollar value of shares that may yet be purchased under the share repurchase authorization was $254.3 million.
Our borrowing base capacity under the ABL Facility was $499.3 million as of June 29, 2025, after giving effect to $78.5 million of revolving credit loans under the ABL Facility and outstanding letters of credit of $22.2 million. Our borrowing base capacity under the ABL Facility was $581.2 million as of December 29, 2024, after giving effect to outstanding letters of credit of $18.8 million. As of June 29, 2025, we had total cash and cash equivalents of $78.6 million, total gross long-term debt of $474.5 million, and total finance lease obligations (excluding interest) of $140.3 million.
Working capital was $1,061.7 million as of June 29, 2025, an increase of $152.9 million compared to $908.8 million as of December 29, 2024. The change in working capital was primarily attributable to the seasonality of our business and the early purchases of inventory ahead of tariffs.
The following table summarizes current and long-term material cash requirements related to our long-term debt as of June 29, 2025 (in millions):
| Total | Next 12 Months | Beyond 12 Months | |||||||||||||||
| Long-term debt, including current maturities | $ | 474.5 | $ | 3.9 | $ | 470.6 | |||||||||||
| Interest on long-term debt | $ | 127.5 | $ | 30.7 | $ | 96.8 | |||||||||||
Our gross long-term debt balance increased $81.2 million since December 29, 2024. This increase was primarily attributable to funding the seasonal increase in our working capital and early inventory purchases as noted above. We had current maturities on our long-term debt of $3.9 million, which related to the term loan facility. The projected interest payments on our debt only pertain to obligations and agreements outstanding as of June 29, 2025 and expected payments for agent administration fees. The projected interest payments are calculated for future periods through maturity dates of our long-term debt using interest rates in effect as of June 29, 2025. Certain of these projected interest payments may differ in the future based on changes in floating interest rates or other factors and events, including our entry into interest rate swap contracts and amendments of the term loan facility and the ABL Facility. The total amount of interest on long-term debt decreased $3.7 million since December 29, 2024 to $127.5 million, primarily due to a decrease in the interest rate on the term loan facility. Refer to “Note 9. Long-Term Debt” in the notes to the consolidated financial statements for further information regarding our debt instruments.
42
Cash Flow Summary
Information about our cash flows, by category, is presented in our statements of cash flows and is summarized below (in millions):
| Six Months Ended | ||||||||||||||
| Net cash provided by (used in): | June 29, 2025 | June 30, 2024 | ||||||||||||
| Operating activities | $ | 7.1 | $ | 48.1 | ||||||||||
| Investing activities | $ | (37.9) | $ | (119.8) | ||||||||||
| Financing activities | $ | 1.3 | $ | 61.4 | ||||||||||
Cash flow provided by operating activities
Net cash provided by operating activities for the six months ended June 29, 2025 was $7.1 million compared to $48.1 million for the six months ended June 30, 2024. The decrease was primarily driven by a higher seasonal investment in inventory reflecting earlier purchases ahead of tariff impacts.
Cash flow used in investing activities
Net cash used in investing activities was $37.9 million for the six months ended June 29, 2025 compared to $119.8 million for the six months ended June 30, 2024. The decrease reflects lower acquisition investments in the first six months of 2025 compared to the same period of 2024. Capital expenditures were $29.1 million for the first six months of 2025 compared to $21.0 million for the same period of 2024 due to increased investments in branch locations.
Cash flow provided by financing activities
Net cash provided by financing activities was $1.3 million for the six months ended June 29, 2025 compared to $61.4 million for the six months ended June 30, 2024. The decrease primarily reflected lower borrowings under the ABL Facility to fund our acquisition investments during the first six months of 2025 compared to the same period of 2024.
External Financing
Term Loans
Landscape Holding and Landscape, as borrowers (collectively, the “Borrowers”), entered into the Fifth Amendment to the Amended and Restated Credit Agreement, the (“Fifth Amendment”), dated as of March 23, 2021, with JPMorgan Chase Bank, N.A., 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 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”) to, among other things, incur $325.0 million of term loans (the “New 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 to provide for an additional $120.0 million of New Term Loans.
On July 2, 2024, Landscape Holding, as representative for the Borrowers, entered into the Second Amendment to the Second Amended and Restated Credit Agreement (the “Second Amendment”) that amends and restates the Second Amended and Restated Credit Agreement, dated as of March 23, 2021. The Second Amendment provides for, among other things, an aggregate principal amount of approximately $392.7 million in term loans (the “Tranche B Term Loans”). The Tranche B Term Loans mature on March 22, 2030.
43
Subject to certain conditions, without the consent of the then existing lenders (but subject to the receipt of commitments), the Tranche B Term Loans may be increased (or a new term loan facility, revolving credit facility, or letter of credit facility added) by up to (i) the greater of (a) $392.0 million and (b) 100% of Consolidated EBITDA (as defined in the Second Amendment) for the trailing 12-month period plus (ii) an additional amount that will not cause the net secured leverage ratio after giving effect to the incurrence of such additional amount and any use of proceeds thereof to exceed 4.00 to 1.00.
The Tranche B Term Loans are subject to mandatory prepayment provisions, covenants, and events of default. Failure to comply with these covenants and other provisions could result in an event of default under the Second Amendment. If an event of default occurs, the lenders could elect to declare all amounts outstanding under the Tranche B Term Loans to be immediately due and payable and enforce their interest in collateral pledged under the agreement.
Amendments of Term Loans
On July 2, 2024, Landscape Holding and Landscape entered into the Second Amendment that amends and restates the Second Amended and Restated Credit Agreement, dated as of March 23, 2021. The Second Amendment provides for, among other things, an aggregate principal amount of approximately $392.7 million in Tranche B Term Loans, and makes certain other changes to the existing credit agreement. Proceeds of the Tranche B Term Loans were used, among other things, (i) to repay in full the term loans outstanding immediately prior to the effectiveness of the Second Amendment, (ii) to repay certain loans outstanding under the ABL Facility, and (iii) to pay fees, costs, and expenses related to the foregoing transactions. The Tranche B Term Loans bear interest, at Landscape Holding’s option, at either (i) an adjusted Term SOFR rate plus an applicable margin equal to 1.75% (with a Term SOFR floor of 0.50%) or (ii) an alternative base rate plus an applicable margin equal to 0.75%. Voluntary prepayments of the Tranche B Term Loans are permitted at any time, in minimum principal amounts, without premium or penalty, unless in connection with certain repricing transactions that occur within the first six months after the date of effectiveness of the Second Amendment. The Tranche B Term Loans will mature on March 22, 2030. The interest rate on the outstanding balance of the Tranche B Term Loans was 6.06134% and 6.27397% as of June 29, 2025 and December 29, 2024, respectively.
The Second Amendment contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants limit the ability of Landscape Holding and Landscape to:
•incur additional indebtedness;
•pay dividends, redeem stock, or make other distributions;
•repurchase, prepay, or redeem subordinated indebtedness;
•make investments;
•create restrictions on the ability of Landscape Holding’s restricted subsidiaries to pay dividends or make other intercompany transfers;
•create liens;
•transfer or sell assets;
•make negative pledges;
•consolidate, merge, sell, or otherwise dispose of all or substantially all of Landscape Holding’s assets;
•change lines of business; and
•enter into certain transactions with affiliates.
ABL Facility
Landscape Holding and Landscape (collectively, the “ABL Borrowers”) 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, with a maturity date of July 22, 2027. The ABL Facility is secured by a first lien on the inventory and receivables of the ABL Borrowers. The ABL Facility is guaranteed by SiteOne Landscape Supply Bidco, Inc. an indirect wholly-owned subsidiary of the Company, and each direct and indirect wholly-owned U.S. restricted subsidiary of Landscape. Availability is determined using borrowing base calculations of eligible inventory and receivable balances less the current outstanding ABL Facility and letters of credit balances.
44
On July 22, 2022, the ABL Borrowers entered into the Seventh Amendment to the ABL Credit Agreement (the “Seventh Amendment”). The Seventh Amendment amended and restated the ABL Credit Agreement 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 ABL 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 weighted average interest rate on outstanding balances under the ABL Facility was 5.66805% as of June 29, 2025. There was no outstanding balance under the ABL Facility as of December 29, 2024. The commitment fees on unfunded amounts were 0.25% as of June 29, 2025 and December 29, 2024.
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 ABL 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.
Subject to certain conditions and subject to the receipt of commitments, the ABL Facility may be increased (or a new term loan facility added) by up to (i) the greater of (a) $450.0 million and (b) 100% of Consolidated EBITDA (as defined in the ABL Credit Agreement) for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination plus (ii) an additional amount that will not cause the Consolidated First Lien Leverage Ratio, after giving effect to the incurrence of such additional amount and any use of proceeds thereof, to exceed 5.00 to 1.00.
There are no financial covenants included in the ABL Credit Agreement, other than a springing minimum consolidated fixed charge coverage ratio of at least 1.00 to 1.00, which is tested only when specified availability is less than 10.0% of the lesser of (x) the then applicable borrowing base and (y) the then aggregate effective commitments under the ABL Facility, and continuing until such time as specified availability has been in excess of such threshold for a period of 20 consecutive calendar days.
Failure to comply with the covenants and other provisions included in the ABL Credit Agreement could result in an event of default under the ABL Facility. If an event of default occurs, the lenders could elect to declare all amounts outstanding under the ABL Facility to be immediately due and payable, enforce their interest in collateral pledged under the agreement, or restrict the ABL Borrowers’ ability to obtain additional borrowings thereunder.
45
Subsidiary ABL Facility
In connection with our acquisition of a controlling interest in Devil Mountain, on April 30, 2024, Devil Mountain entered into the Eighth Amendment to the Credit Agreement and Consent providing for an asset-based credit facility (the “Devil Mountain ABL Facility”) of up to $20.0 million, subject to borrowing base availability.
Loans under the Devil Mountain ABL Facility bear interest at either (i) an adjusted term SOFR rate equal to term SOFR plus an applicable margin of 1.90% or 2.10% or (ii) an alternate base rate plus an applicable margin of 0.80% or 1.00%, subject to a 0.20% reduction when the Fixed Charge Coverage Ratio (as defined in the Devil Mountain ABL Facility) is greater than 2.00:1.00. Additionally, undrawn commitments under the Devil Mountain ABL Facility bear a commitment fee of 0.25% on the actual undrawn portion of the commitments under the Devil Mountain ABL Facility based upon the daily utilization for the previous quarter. The interest rate on the outstanding balance under the Devil Mountain ABL Facility was 6.22413% and 6.65265% as of June 29, 2025 and December 29, 2024, respectively.
Limitations on Distributions and Dividends by Subsidiaries
The ability of our subsidiaries to make distributions and dividends to us depends on their operating results, cash requirements, financial condition, and general business conditions, as well as restrictions under the laws of our subsidiaries’ jurisdictions.
The agreements governing the Second Amended and Restated Credit Agreement and the ABL Facility restrict the ability of our subsidiaries to pay dividends, make loans, or otherwise transfer assets to us. Further, our subsidiaries are permitted under the terms of the Second Amended and Restated Credit Agreement and the ABL Facility and other indebtedness to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends, or the making of loans to us.
Interest Rate Swaps
We are subject to interest rate risk with regard to existing and future issuances of debt. We have, in the past, utilized interest rate swap contracts to reduce our exposure to fluctuations in variable interest rates for future interest payments on existing debt. Prior to the termination of interest rate swaps 7, 8, and 9 upon maturity on March 23, 2025, we were party to interest rate swap contracts to convert the variable interest rate to a fixed interest rate on portions of the borrowings under the term loans.
We recognized any differences between the variable interest rate payments and the fixed interest rate settlements from the swap counterparties as an adjustment to interest expense over the life of the swaps. We had designated these swaps as cash flow hedges and recorded the changes in the estimated fair value of the swaps to Accumulated other comprehensive income (loss) (“AOCI”) on our Consolidated Balance Sheets.
During the first quarter of 2021, we amended and restructured certain of our interest rate swap contracts using a “blend and extend”. As a result, we 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 our Consolidated Balance Sheets for the interest rate swap arrangements executed during the first quarter of 2021 that were determined to be hybrid debt instruments. As of June 29, 2025, there was no outstanding amount as the interest rate swaps were terminated upon maturity on March 23, 2025.
For additional information, refer to “Note 1. Nature of Business and Significant Accounting Polices”, “Note 4. Fair Value Measurement and Interest Rate Swaps”, and “Note 9. Long-Term Debt” in the notes to the consolidated financial statements.
Critical Accounting Estimates
The accounting estimates we believe to be most sensitive due to their significance to the financial statements and the possibility that future events may be significantly different from our expectations are: inventory valuation, acquisitions, and goodwill. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the 2024 Fiscal Year for additional detail and discussion of these critical accounting estimates. There have been no material changes to our critical accounting estimates as described in our most recent Annual Report.
Recently Issued and Adopted Accounting Pronouncements
Refer to “Note 1. Nature of Business and Significant Accounting Policies” in the notes to the consolidated financial statements.
46
Accounting Pronouncements Issued But Not Yet Adopted
Refer to “Note 1. Nature of Business and Significant Accounting Policies” in the notes to the consolidated financial statements.
47
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
We are subject to interest rate risk with regard to existing and future issuances of debt. We have, in the past, utilized interest rate swap contracts to convert variable interest rates to fixed interest rates on borrowings under our term loans in order to reduce volatility in our borrowing expenses. Upon maturity on March 23, 2025, each of our existing interest rate swap contracts were terminated, and therefore, all of the borrowings outstanding under our term loans are subject to variable interest rates. For additional information, refer to “Note 9. Long-Term Debt” in the notes to the consolidated financial statements and “Part I—Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation "—Liquidity and Capital Resources".
There have been no material changes from the information provided in our Annual Report on Form 10-K for the 2024 Fiscal Year.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were designed at a reasonable assurance level and were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure as of the end of the period covered by this Quarterly Report on Form 10-Q.
Changes in Internal Control over Financial Reporting
There were no significant changes in our internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
48
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently involved in any material litigation or arbitration. We anticipate that we will be subject to litigation and arbitration from time to time in the ordinary course of business. At this time, we do not expect any of these proceedings to have a material effect on our reputation, business, financial position, results of operations, and cash flows. However, we can give no assurance that the results of any such proceedings will not materially affect our reputation, business, financial position, results of operations, and cash flows.
Item 1A. Risk Factors
There have been no changes to the significant factors known to us that could materially adversely affect our business, financial condition, or operating results are disclosed in our Annual Report on Form 10-K for the 2024 Fiscal Year.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information about the purchases of our common stock made during the three months ended June 29, 2025:
| Periods | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)(a) | ||||||||||||||||||||||
| March 31, 2025 - May 4, 2025 | 141,907 | $ | 116.68 | 141,907 | $ | 292.0 | ||||||||||||||||||||
| May 5, 2025 - June 1, 2025 | 244,750 | $ | 117.40 | 244,750 | $ | 263.3 | ||||||||||||||||||||
| June 2, 2025 - June 29, 2025 | 79,243 | $ | 113.52 | 79,243 | $ | 254.3 | ||||||||||||||||||||
| Total | 465,900 | $ | 116.52 | 465,900 | $ | 254.3 | ||||||||||||||||||||
______________
(a) In October 2022, our Board of Directors approved a share repurchase authorization for up to $400.0 million of our common stock. The share repurchase authorization, which was announced on November 2, 2022, does not have an expiration date and may be amended, suspended, or terminated by our Board of Directors at any time. For additional information, refer to “Note 1. Nature of Business and Significant Accounting Polices” in the notes to the consolidated financial statements.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the three months ended June 29, 2025, none of our directors or executive officers adopted terminated
49
Item 6. Exhibits
| Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
10.1† | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101 | The following unaudited financial information from this Quarterly Report on Form 10-Q for the quarter ended June 29, 2025 is formatted in Inline XBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements. | |||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL with applicable taxonomy extension information contained in Exhibit 101). | |||||||
______________
† Denotes management contract or compensatory plan or arrangement.
50
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SITEONE LANDSCAPE SUPPLY, INC. | |||||||||||
| Date: | July 30, 2025 | By: | /s/ John T. Guthrie | ||||||||
| John T. Guthrie | |||||||||||
| Executive Vice President, Chief Financial Officer and Assistant Secretary (Principal Financial Officer and Principal Accounting Officer) | |||||||||||
51
Exhibit 10.1
Non-Employee Director Compensation Program
SITEONE LANDSCAPE SUPPLY, INC.
(the “Company”)
Effective May 14, 2025
Each non-employee director serving on the Company’s Board of Directors (the “Board”) shall be entitled to receive:
1.Annual Cash Retainer. An annual cash retainer of $90,000 for service on the Board.
2.Committee Membership Fees. A cash retainer, as follows:
a.a non-employee director who is a member of the Audit Committee shall receive an additional annual cash retainer of $12,500;
b.a non-employee director who is a member of the Human Resources & Compensation Committee shall receive an additional annual cash retainer of
$10,000; and
c.a non-employee director who is a member of the Nomination and Corporate Governance Committee shall receive an additional annual cash retainer of
$7,500.
3.Chair Fees; Lead Director Fee. A cash retainer, as follows:
a.a non-employee director serving as the Lead Director of the Board shall receive an additional annual cash retainer of $35,000;
b.a non-employee director serving as the chair of the Audit Committee shall receive an additional annual cash retainer of $20,000;
c.a non-employee director serving as the chair of the Human Resources & Compensation Committee shall receive an additional annual cash retainer of
$17,500;
d.a non-employee director serving as the chair of the Nominating and Corporate Governance Committee will receive an additional annual cash retainer of $15,000;
Directors shall not receive additional fees for attending any Board or committee meetings. The cash retainer fees set forth in Sections 1, 2 and 3 shall be paid quarterly in arrears on March 31, June 30, September 30, and December 31 for each year.
4.Expense Reimbursement. Each director shall be reimbursed for reasonable expenses incurred in connection with attending Board meetings and committee meetings.
5.Equity Retainer. Each director shall receive an annual equity award of deferred share units or restricted stock units with a fair market value equal to $140,000 on the date of the grant, as determined under the Company’s Equity Plan (as defined below). This annual equity grant shall be made on the day of the Company’s annual shareholder meeting as a prospective award (i.e., for the coming year of service). The type of annual equity award granted (i.e., restricted stock units or deferred share units) shall depend on whether the director has met the stock ownership and retention requirements of the Company’s Non-Employee Director Equity Ownership Policy (the “Stock Ownership Policy”) on the applicable date of grant. The restricted stock units and deferred share units will be subject to the terms and condition of the award agreement and Equity Plan.
a.Directors who have satisfied the requirements of the Stock Ownership Policy on the date of grant shall receive an annual grant of restricted stock units. Restricted stock units shall vest on the earlier to occur of
(a) the day preceding the next annual shareholder meeting at which directors are elected, or (b) the first anniversary of the grant date, in each case subject to the director’s continued service as a non- employee director or other service provider. If a termination occurs prior to the end of the vesting period due to a voluntary resignation from the board or involuntary removal without cause, a prorated portion of the deferred share units will become vested. If the director’s termination occurs due to death or disability, or a change in control occurs prior to the termination of the director’s service, the deferred share units will become fully vested. Vested restricted stock units granted to non-employee directors shall settle into the Company’s common stock following the earlier to occur of (i) the vesting date, (ii) the director receiving the grant has ceased to serve as a non-employee director on the Board or other service provider due to death, Disability voluntary resignation or removal without Cause (as such terms are defined in the award agreement and Equity Plan), and (iii) a change in control within the parameters of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).
b.Directors who have not yet satisfied the requirements of the Stock Ownership Policy on the date of grant shall receive an annual grant of deferred share units. Deferred share units shall vest on the earlier to occur of (a) the day preceding the next annual shareholder meeting at which directors are elected, or (b) the first anniversary of the grant date, in each case subject to the director’s continued service as a non- employee director or other service provider. If a termination occurs prior to the end of the vesting period due to a voluntary resignation from the board or involuntary removal without cause, a prorated portion of the deferred share units will become vested. If the director’s termination occurs due to death or disability, or a change in control occurs prior to the termination of the director’s service, the deferred share units will become fully vested.
Vested deferred share units granted to non-employee directors shall settle into the Company’s common stock following the earlier to occur of (i) the director receiving the grant has ceased to serve as a non-employee director on the Board or other service provider and (ii) a change in control within the parameters of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).
6.Compensation for New Directors. Any new non-employee director who joins the Board will be entitled to prorated compensation, in both cash and equity, for the year in which he or she joins the Board. Such a director’s initial equity award will be valued using the fair market value of a share of the Company’s common stock on the date of his or her appointment to the Board, as determined under the Company’s Equity Plan.
7.Deferral Elections. Non-employees directors may make certain deferral elections of their annual equity grant and/or cash retainer and director fees as follows, subject to the deferral requirements of Section 409a:
1.Non-employee directors receiving an annual equity award of restricted stock units may elect to defer settlement of their annual grant of restricted stock units until the termination of their Board service or a specified date.
2.Non-employee directors may also elect to convert all or a portion of their annual cash retainers, committee fees and chair fees into fully- vested restricted stock units using the fair market value of a share of the Company’s common stock (as determined under the Company’s Equity Plan) and defer settlement of such restricted stock units until the termination of their Board service or a specified date.
8.Omnibus Equity Incentive Plan. Deferred share units and restricted stock units for non-employee directors shall be granted under the SiteOne Landscape Supply, Inc. 2020 Omnibus Equity Incentive Plan, or a successor plan (the “Equity Plan”).
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) OF THE EXCHANGE ACT, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Doug Black, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of SiteOne Landscape Supply, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 30, 2025
| /s/ Doug Black | ||
| Doug Black | ||
| Chairman and Chief Executive Officer | ||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) OF THE EXCHANGE ACT, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John T. Guthrie, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of SiteOne Landscape Supply, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 30, 2025
| /s/ John T. Guthrie | ||
| John T. Guthrie | ||
Executive Vice President, Chief Financial Officer and Assistant Secretary (Principal Financial Officer and Principal Accounting Officer) | ||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of SiteOne Landscape Supply, Inc. (the “Company”) on Form 10-Q for the quarter ended June 29, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Doug Black, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(i) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: July 30, 2025
| /s/ Doug Black | ||
| Doug Black | ||
| Chairman and Chief Executive Officer | ||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of SiteOne Landscape Supply, Inc. (the “Company”) on Form 10-Q for the quarter ended June 29, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John T. Guthrie, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(i) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: July 30, 2025
| /s/ John T. Guthrie | ||
| John T. Guthrie | ||
Executive Vice President, Chief Financial Officer and Assistant Secretary (Principal Financial Officer and Principal Accounting Officer) | ||