11-K 1 tm2319734d1_11k.htm FORM 11-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

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

For the fiscal year ended December 31, 2022

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

For the Transition Period From __________ to ___________

Commission file number: 001-37760

SiteOne Savings and Investment Plan

(Full title of the plan)

SiteOne Landscape Supply, Inc.

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

300 Colonial Center Parkway

Suite 600

Roswell, Georgia 30076

(Address of principal executive offices of issuer)

SiteOne Savings and Investment Plan

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	1

FINANCIAL STATEMENTS

Statements of Net Assets Available for Benefits	2

Statement of Changes in Net Assets Available for Benefits	3

Notes to Financial Statements	4-10

SUPPLEMENTAL SCHEDULE

Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year)	11

EXHIBIT INDEX	12

SIGNATURE	13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Plan Administrator and Plan Participants of the

SiteOne Savings and Investment Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the SiteOne Savings and Investment Plan (the Plan) as of December 31, 2022 and 2021, and the related statement of changes in net assets available for benefits for the year ended December 31, 2022, and the related notes and schedule (collectively referred to as the financial statements). In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2022 and 2021, and the changes in net assets available for benefits for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

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

Supplemental Information

The supplemental information in the accompanying Schedule of Assets (Held at End of Year) as of December 31, 2022 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Windham Brannon, LLC

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

Atlanta, Georgia

June 27, 2023

SiteOne Savings and Investment Plan

Statements of Net Assets Available for Benefits

	December 31
	2022		2021
Assets

Investments, at fair value (Note 3)	$	326,767,494	$	375,519,651

Receivables:
Employer contributions		998,261		667,574
Notes receivable from participants		6,715,821		6,085,448
Total receivables		7,714,082		6,753,022

Net assets available for benefits	$	334,481,576	$	382,272,673

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

SiteOne Savings and Investment Plan

Statement of Changes in Net Assets Available for Benefits

	Year ended December 31,
	2022
Changes to net assets attributable to:

Investment income (loss):
Interest and dividend income	$	18,036,887
Net depreciation in fair value of investments		(92,980,425	)
Net investment loss		(74,943,538	)

Interest income on notes receivable from participants		342,883

Contributions:
Participant contributions		31,226,393
Employer contributions, net of forfeitures		14,403,327
Participant rollovers		4,256,214
Total contributions		49,885,934

Deductions:
Benefits paid to participants and beneficiaries		22,750,003
Administrative expenses		326,373
Total deductions		23,076,376

Net decrease		(47,791,097	)

Net assets available for benefits:
Beginning of year		382,272,673
End of year	$	334,481,576

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

SiteOne Savings and Investment Plan

Notes to Financial Statements

December 31, 2022

Description of Plan

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

General

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

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

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

Effective January 1, 2022, the Plan was restated for regulatory provisions.

During the year ended December 31, 2022, there was significant volatility in the financial markets that resulted in an overall market decline and a substantial decrease in the value of the Plan investments.

Contributions

Eligible employees are automatically enrolled into the Plan after 30 days of employment unless the employee elects otherwise. Pre-tax contributions are withheld at 3% of eligible compensation and increased by 1% each year until it reaches 50% of eligible compensation unless the employee elects differently. Each year, participants may contribute up to 50% of eligible compensation, as defined by the Plan document, not to exceed a maximum of $20,500 for the Plan year. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions of up to $6,500 for the Plan year. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. The Company may make discretionary matching contributions. For the year ended December 31, 2022, the Company made matching contributions equal to 120% of the first 2% of the participant’s pre-tax annual compensation plus 40% of the next 4% of the participant’s annual pre-tax compensation.

SiteOne Savings and Investment Plan

Notes to Financial Statements (continued)

Participant Accounts

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

Vesting

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

Notes Receivable from Participants

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. The loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with prevailing rates as determined by the plan administrator. All loans currently bear rates ranging from 4.25% to 8.25%. Principal and interest is paid ratably through payroll deductions.

Payment of Benefits

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

Forfeited Accounts

Forfeitures may be used to reduce Company contributions or Plan expenses. At December 31, 2022 and 2021, forfeited non-vested account balances amounted to $170,478 and $153,422, respectively. During 2022, $929,669 in forfeitures was used to reduce employer contributions, and $45,685 was used to pay administrative expenses.

Company Stock Funds

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

SiteOne Savings and Investment Plan

Notes to Financial Statements (continued)

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

Summary of Significant Accounting Policies

Basis of Accounting

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

Use of Estimates

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

Investment Valuation and Income Recognition

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

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

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus accrued but unpaid interest. Interest income is recorded when received. Related fees are recorded as administrative expenses and are expensed as they are incurred. No allowance for credit losses has been recorded as of December 31, 2022. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be in default, the participant loan balance is reduced, and a benefit payment is recorded. There were $8,178 in deemed distributions recorded during the year ended December 31, 2022.

Payment of Benefits

Benefits are recorded when paid.

Expenses

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

SiteOne Savings and Investment Plan

Notes to Financial Statements (continued)

Fair Value Measurements

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

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

Level 2: Inputs to the valuation methodology include:

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

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

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

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

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes to the methodologies used at December 31, 2022 and 2021.

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

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

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

SiteOne Savings and Investment Plan

Notes to Financial Statements (continued)

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. Upon evaluation, certain investments have been reclassified in 2022 and 2021 to the tables included in Note 4 to better align them with their underlying investment methodologies.

The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2022 and 2021.

Investments at Fair Value as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Investments subject to the fair value hierarchy:
Mutual funds	$	310,482,463	$	-	$	-	$	310,482,463
Company stock funds		3,533,109		-		-		3,533,109
Money market fund		6,003,004		-		-		6,003,004
Self-directed brokerage accounts		4,277,260		-		-		4,277,260

Investments not subject to the fair value hierarchy:								2,471,658

Total investments, at fair value							$	326,767,494

Investments at Fair Value as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Investments subject to the fair value hierarchy:
Mutual funds	$	356,155,795	$	-	$	-	$	356,155,795
Company stock funds		6,191,065		-		-		6,191,065
Money market fund		6,167,922		-		-		6,167,922
Self-directed brokerage accounts		4,940,357		-		-		4,940,357

Investments not subject to the fair value hierarchy:								2,064,512

Total investments, at fair value							$	375,519,651

SiteOne Savings and Investment Plan

Notes to Financial Statements (continued)

Investments that Trade at NAV as a Practical Expedient

The following tables set forth additional disclosures of the investments whose fair value is estimated using NAV per share or its equivalent as a practical expedient as of December 31, 2022 and 2021 for the Plan:

Fair Value Estimated Using NAV per Share

December 31, 2022

Other

Redemption

Unfunded

Redemption

Notice

Investment

Fair Value

Commitment

Frequency

Restrictions

Period

Collective investment trust fund - stable value

2,471,658

Daily

Cannot make direct exchange into competing fund for 90 days

1 year

Fair Value Estimated Using NAV per Share

December 31, 2021

Other

Redemption

Unfunded

Redemption

Notice

Investment

Fair Value

Commitment

Frequency

Restrictions

Period

Collective investment trust fund - stable value

2,064,512

Daily

Cannot make direct exchange into competing fund for 90 days

1 year

Plan Termination

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

Income Tax Status

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

SiteOne Savings and Investment Plan

Notes to Financial Statements (continued)

Risks and Uncertainties

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

Related Party Transactions and Party-in-Interest Transactions

The Plan held 30,101 and 25,547 shares of Company common stock valued at $3,533,109 and $6,191,065 at December 31, 2022 and 2021, respectively. There were no dividends declared on the Company common stock during 2022.

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

SiteOne Savings and Investment Plan

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

December 31, 2022

Plan #: 002
EIN: 36-4485550

		(c) Description of Investment,
	(b) Identity of Issuer,	including maturity date,
	borrower, lessor or	rate of interest, collateral,
(a)	similar party	par or maturity value	(e) Current Value
	Mutual funds:
*	Fidelity	Growth Company Fund	$	31,851,699
*	Fidelity	500 Index Fund		17,863,785
*	Fidelity	Mid Cap Index Fund		6,464,566
*	Fidelity	Small Cap Index Fund		4,545,677
*	Fidelity	US Bond Index Fund		1,276,680
*	Fidelity	Real Estate Index Fund		1,264,018
*	Fidelity	Global ex US Index Fund		1,028,233
*	Fidelity	Inflation - Protected Index Fund		940,605
	T. Rowe Price	Retirement 2030 Fund		43,450,481
	T. Rowe Price	Retirement 2035 Fund		40,523,389
	T. Rowe Price	Retirement 2025 Fund		35,909,009
	T. Rowe Price	Retirement 2045 Fund		31,655,987
	T. Rowe Price	Retirement 2040 Fund		31,332,083
	T. Rowe Price	Retirement 2050 Fund		16,962,270
	T. Rowe Price	Retirement 2055 Fund		12,613,137
	T. Rowe Price	Retirement 2020 Fund		12,092,419
	T. Rowe Price	Retirement 2060 Fund		3,521,928
	T. Rowe Price	Retirement 2015 Fund		3,120,990
	T. Rowe Price	Retirement Balanced Fund		1,509,771
	T. Rowe Price	Retirement 2065 Fund		1,163,901
	JP Morgan	US Value Fund		5,879,090
	MFS	International Diversification Fund		2,598,614
	Western Asset	Core Bond Fund		2,139,971
	Allspring	Emerging Markets Fund		774,160
	Total mutual funds			310,482,463

	Company stock funds:
*	SiteOne	Company Stock		3,531,426
*	SiteOne	Stock Purchase Account		1,683
	Total company stock funds			3,533,109

	Money market fund:
*	Fidelity	Government Money Market Fund		6,003,004

	Self-directed brokerage accounts
	Brokerage Link	Common Stock		2,604,521
	Brokerage Link	Interest Bearing Cash		1,065,249
*	Brokerage Link	Fidelity Fund		206,828
	Brokerage Link	Unit		123,407
	Brokerage Link	Government Bond		82,660
	Brokerage Link	Certificate of Deposit		79,624
	Brokerage Link	Non-interest Bearing Cash		57,329
	Brokerage Link	External Fund		52,271
	Brokerage Link	Preferred Stock		4,785
	Brokerage Link	Rights/Warrants		586
	Total self-directed brokerage accounts			4,277,260

	Collective investment trust fund:
*	Fidelity	Managed Income Portfolio		2,471,658

	Total investments per financial statements			326,767,494

*	Notes receivable from participants	Interest rates ranging from 4.25%-8.25%		6,715,821

	Total investments per Form 5500		$	333,483,315

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

      *      Represents a party-in-interest.

EXHIBIT INDEX

Exhibit No.		Description
23.1		Consent of Windham Brannon, LLC

SIGNATURE

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

	SITEONE SAVINGS AND INVESTMENT PLAN

	By: Benefits Committee of SiteOne Landscape Supply, Inc.

	By:	/s/ Joe Ketter
		Joe Ketter, Committee Member
Date: June 27, 2023