SiteOne Landscape Supply, Inc.
For the period ended Sep 28, 2025. Filed Oct 29, 2025.
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Sep 28, 2025 · Filed Oct 29, 2025
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Notes to Consolidated Financial Statements
(Unaudited)
| Note 1. Nature of Business and Significant Accounting Policies | 12 |
|---|---|
| Note 2. Revenue from Contracts with Customers | 14 |
| Note 3. Acquisitions | 15 |
| Note 4. Fair Value Measurement and Interest Rate Swaps | 16 |
| Note 5. Property and Equipment, Net | 18 |
| Note 6. Goodwill and Intangible Assets, Net | 19 |
| Note 7. Leases | 20 |
| Note 8. Employee Benefit and Stock Incentive Plans | 22 |
| Note 9. Long-Term Debt | 24 |
| Note 10. Income Taxes | 27 |
| Note 11. Commitments and Contingencies | 28 |
| Note 12. Earnings (Loss) Per Share | 29 |
| Note 13. Segment Information | 29 |
| Note 14. Subsequent Events | 30 |
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 percent of sales and total assets in Canada for all periods presented. As of September 28, 2025, the Company had over 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 nine months ended September 28, 2025.
| Amount Authorized (in millions) | Total Number of Shares Purchased | Average Price Paid Per Share | Amount Remaining(in millions) |
|---|---|---|---|
| $400.0 | 494,609 | $116.71 | $254.3 |
Redeemable Non-controlling Interest
In accordance with Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (Topic 480), the Company adjusted 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. During the three and nine months ended September 28, 2025, the Company made adjustments to the carrying amount of the Redeemable non-controlling interest of $1.1 million and $3.0 million, respectively. 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 nine months ended September 28, 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 nine-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.
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 September 28, 2025 and September 29, 2024 both include 13 weeks. The nine months ended September 28, 2025 and September 29, 2024 both include 39 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.
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.
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”), which revises the guidance in ASC 326 to provide a practical expedient and an accounting policy election related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. ASU 2025-05 is required to be adopted in the annual reporting periods beginning after December 15, 2025, including interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact the amended guidance will have on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other Internal-Use Software: Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”), which amends the guidance in ASC 350 to revise the criteria as to when an entity is required to start capitalizing software costs and requires an entity to consider whether there is significant uncertainty associated with the development activities of the software when evaluating the probable-to-complete recognition threshold. ASU 2025-06 is required to be adopted in the annual reporting periods beginning after December 15, 2027, including interim periods within those annual reporting periods, with early adoption permitted. 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 | Nine Months Ended | |||
|---|---|---|---|---|
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | |
| Landscaping products(a) | $978.1 | $936.1 | $2,821.3 | $2,735.8 |
| Agronomic and other products(b) | 280.1 | 272.7 | 837.9 | 791.7 |
| $1,258.2 | $1,208.8 | $3,659.2 | $3,527.5 | |
(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 September 28, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $23.4 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 September 28, 2025 and December 29, 2024, contract liabilities were $23.4 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 nine months ended September 28, 2025 is primarily a result of cash payments received in advance of satisfying performance obligations, partially offset by $10.0 million of revenue recognized and the expiration of points related to the customer loyalty rewards program during the period.
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 $19.0 million and $110.1 million and deferred contingent consideration of $1.1 million and $6.0 million for the nine months ended September 28, 2025 and September 29, 2024, respectively. As of September 28, 2025, the Company completed the following acquisitions since the start of the 2024 Fiscal Year:
In September 2025, the Company acquired the assets and assumed the liabilities of Autumn Ridge Stone and Landscape Supply, Inc. (“Autumn Ridge”). Withone location in Holland, Michigan, Autumn Ridge is a wholesale distributor of hardscapes products and landscape supplies to landscape professionals.
In July 2025, the Company acquired the assets and assumed the liabilities of Nashville Nursery and Landscape Supply, Inc. (“Nashville Nursery”). Withone location in Nashville, Tennessee, Nashville Nursery is a wholesale distributor of nursery products to landscape professionals.
In July 2025, the Company acquired the assets and assumed the liabilities of Grove Nursery Center, Inc. and Nature’s Grove, LLC (collectively, “Grove Nursery”). Withone location in northwest Minneapolis, Minnesota, Grove Nursery is a wholesale distributor of nursery products to landscape professionals.
In March 2025, the Company acquired the assets and assumed the liabilities of Green Trade of Georgia, LLC (“Green Trade”). Withone 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”). Withone 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. Withsix locations across Texas, Custom Stone is a wholesale distributor of hardscapes products to landscape professionals.
In December 2024, the Company acquired the assets and assumed the liabilities of OakStreet Wholesale Nursery, LLC (“OakStreet”). Withone 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”). Withone 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”). Withone 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 andsix 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”). Withone 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.
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 | $34.0 | 2.73040% | Cash flow |
| Interest rate swap 7 | March 23, 2021 | March 31, 2023 | March 23, 2025 | $50.0 | 0.73300% | Cash flow |
| Interest rate swap 8 | March 23, 2021 | March 31, 2023 | March 23, 2025 | $90.0 | 0.74300% | Cash flow |
| Interest rate swap 9 | March 23, 2021 | March 31, 2023 | March 23, 2025 | $70.0 | 0.75424% | Cash flow |
The 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 September 28, 2025 and December 29, 2024 (in millions):
| Derivative Assets | ||||
|---|---|---|---|---|
| September 28, 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 | $1.7 |
| Total derivative assets | $— | $1.7 | ||
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 nine months ended September 28, 2025 and September 29, 2024 (in millions):
| Three Months Ended | ||
|---|---|---|
| Derivatives designated as cash flow hedges | September 28, 2025 | September 29, 2024 |
| Interest rate contracts | ||
| (Loss) recorded in Other comprehensive income | $— | $(0.9) |
| Gain reclassified from AOCI into income(a) | $— | $2.4 |
(a) Gain reclassified from AOCI into income is presented within Interest and other non-operating expense, net in the Consolidated Statements of Operations.
| Nine Months Ended | ||
|---|---|---|
| Derivatives designated as cash flow hedges | September 28, 2025 | September 29, 2024 |
| Interest rate contracts | ||
| Gain recorded in Other comprehensive income | $0.1 | $1.1 |
| Gain reclassified from AOCI into income(a) | $1.8 | $7.3 |
(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 nine months ended September 28, 2025 and September 29, 2024, there was no ineffectiveness recognized in earnings and there wasno gain (loss) reclassified from AOCI into income for derivatives not designated as hedging instruments.
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