SITEONE LANDSCAPE SUPPLY, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

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 report, 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 January 2, 2022 and the Quarterly Report on Form 10-Q
for the fiscal quarter ended April 3, 2022.

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 wholesale distributor of landscape supplies
in the United States and have a growing 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 October 2, 2022, we had over 630 branch locations in
45 U.S. states and six Canadian provinces. Through our expansive North American
network, we offer a comprehensive selection of more than 135,000 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

Despite rapid product cost inflation, certain supply shortages, ongoing freight
and labor constraints, and overall economic uncertainty, we continue to
experience solid demand for our products due primarily to the stay-at-home
trends associated with the remote work environment and COVID-19. As consumers
spend more time at home, they are upgrading their backyards and patios and
investing in their outdoor living spaces which has resulted in continued demand
for landscaping and agronomic products. For the three and nine months ended
October 2, 2022, we achieved Net sales growth of 18% and 17%, respectively,
while Organic Daily Sales grew 12% and 12%, respectively.

During the three and nine months ended October 2, 2022, significant price
increases continued to impact the products we purchase and sell to our
customers. To date, we have successfully mitigated the effects of product cost
inflation by working with our suppliers and customers to pass through the cost
increases that have occurred in the market. Based upon year-over-year price
increases in our highest selling SKUs, we estimate price inflation contributed
approximately 17% and 19% to our Organic Daily Sales growth in the three and
nine months ended October 2, 2022, respectively. Due to ongoing product
constraints, rising manufacturer input costs, and continued solid demand, we
expect inflation to remain elevated for most of the 2022 Fiscal Year.

We continued to experience negative impacts from broad-based supply chain
disruptions during the three and nine months ended October 2, 2022. To date,
such impacts have been minimized mainly through our ongoing supply chain
initiatives, as discussed further below in “Strategic Initiatives”. We have
benefited from strategic inventory purchases resulting in increased safety stock
which has allowed us to largely satisfy customer demand when products are not
immediately available from our suppliers. In addition, rising fuel costs are
further challenging the economic environment within our industry. To date, we
have executed on our freight and logistical initiatives which have allowed us to
better manage disruptions and mitigate challenges in the shipping and trucking
markets. These actions and the effective management of price inflation described
above helped drive gross margin expansion of 100 basis points to 35.8% during
the nine months ended October 2, 2022 and limit the gross margin decline of 120
basis points to 35.2% during the three months ended October 2, 2022, compared to
the same periods in 2021. The decrease in gross margin for the third quarter of
2022 was primarily due to the impact of moderating price realization, partially
offset by contributions from acquisitions.

As of the start of the 2022 Fiscal Year, we are operational in four distribution
center facilities across the United States that have expanded our supply chain
capabilities. These distribution centers are located in Hutchins, Texas (338,000
square feet), Palmetto, Georgia (335,000 square feet), Carlisle, Pennsylvania
(201,000 square feet), and Colton, California (179,000 square feet). While we
expect supply chain disruptions to continue, we believe we can significantly
minimize the impact on our customers and our business operations through the
execution of our supply initiatives.

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In addition, uncertainty remains regarding the full impact and duration of the
COVID-19 pandemic, including, the impact of new strains and variants of the
coronavirus and the pandemic’s impact on the U.S. and global economies and
supply chains. Although we have experienced operational and other challenges to
date, and may again in the future, there has been no material adverse impact as
a result of the pandemic on our results of operations during the three and nine
months ended October 2, 2022. Throughout the pandemic, the safety of our
associates, customers, and suppliers has remained a top priority while we strive
to deliver quality products and exceptional service to our customers and
communities. We will continue to monitor the ongoing COVID-19 pandemic and may
take further actions that alter our business operations if required by federal,
state, or local authorities or that we determine are in the best interests of
our associates, customers, suppliers, and shareholders.

Although our operations are focused in the United States and Canada with no
locations in or direct exposure to Russia and Ukraine, we continue to monitor
the geopolitical situation following Russia’s invasion of Ukraine. We may
experience shortages in materials and increased costs for transportation,
energy, and raw material due in part to the negative impact of the
RussiaUkraine military conflict on the global economy. To date, the conflict
between Russia and Ukraine has not had a material negative impact on our
business, financial condition, or results of operations. However, the full
impact of the conflict on our business operations and financial performance
remains uncertain and will depend largely on the nature and duration of
uncertain and unpredictable events, such as the severity and duration of further
military action, and its impact on regional and global economic conditions.

As we continue to navigate the challenges and uncertainties discussed above, we
remain confident in our ability to execute our commercial and operational
initiatives to meet our customer’s needs and drive further improvements in our
business.

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”). We use a 52/53 week fiscal year with the fiscal year ending on
the Sunday nearest to December 31 in each year. The fiscal year ending
January 1, 2023 and January 2, 2022 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 October 2, 2022 and
October 3, 2021 both included 13 weeks. The nine months ended October 2, 2022
and October 3, 2021 both included 39 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. We also evaluate
performance based on discrete financial information on a regional basis. Since
all of our regions have similar operations and share similar economic
characteristics, we aggregate regions into a single operating and reportable
segment. These similarities include (i) long-term financial performance, (ii)
the nature of products and services, (iii) the types of customers we sell to,
and (iv) the distribution methods utilized. Further, all of 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.

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.

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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, as
well as inbound freight and handling, and other costs associated with inventory.
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 personnel expenses (salaries, wages, employee benefits, payroll
taxes, stock-based compensation, and bonuses), rent, fuel, vehicle maintenance
costs, insurance, utilities, repairs and maintenance, 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 our Net income (loss) plus the sum
of income tax (benefit) expense, 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, other non-cash items, financing fees, other fees and expenses related
to acquisitions, and other non-recurring (income) loss. 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 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.

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 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, 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 amount 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.

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Popular Consumer Trends

Preferences in housing, lifestyle, and environmental awareness can also impact
the overall level of demand and mix for the products we offer. Examples of
current trends we believe are important to our business include a heightened
interest in professional landscape services inspired by the popularity of home
and garden television shows and magazines, the increasingly popular concept of
“outdoor living,” 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 our 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 integration costs as we integrate acquired
companies and seek to achieve synergies. As of October 2, 2022, we completed the
following acquisitions since the start of the 2021 fiscal year:

•In August 2022, we acquired the assets and assumed the liabilities of Kaknes
Landscape Supply, Inc.
(“Kaknes”). With one location in Naperville, Illinois,
Kaknes is a wholesale distributor of nursery products to landscape
professionals.

•In August 2022, we acquired the assets and assumed the liabilities of Stone
Plus, LLC
(“Stone Plus”). With three locations in Northeast Florida, Stone Plus
is a wholesale distributor of landscape supplies and hardscapes to landscape
professionals.

•In August 2022, we acquired the assets and assumed the liabilities of JimStone
Co. of Louisiana
, LLC (“Jim Stone”). With three locations in Southern Louisiana, Jim Stone is a wholesale distributor of natural stone and other hardscapes to
landscape professionals.

•In August 2022, we acquired the assets and assumed the liabilities of Linzel
Distributing Inc.
(“Linzel”). With one location in Hamilton, Ontario, Canada,
Linzel is a wholesale distributor of outdoor lighting and landscape supplies to
landscape professionals.

•In August 2022, we acquired the assets and assumed the liabilities of Cape Cod
Stone & Masonry Supply, Inc.
(“Cape Cod Stone”). With one location in Orleans,
Massachusetts
, Cape Cod Stone is a wholesale distributor of hardscapes to
landscape professionals.

•In July 2022, we acquired the assets and assumed the liabilities of River
Valley Horticultural Products, Inc.
and River Valley Equipment Rental and Sales,
LLC
(collectively, “River Valley”). With one location in Little Rock, Arkansas,
River Valley is a wholesale distributor of nursery products, hardscapes, and
landscape supplies to landscape professionals.

•In July 2022, we acquired all of the outstanding stock of A&A Stepping Stone
Manufacturing, Inc.
(“A&A Stepping Stone”). With four locations in Sacramento,
California
, A&A Stepping Stone is a wholesale distributor of hardscapes and
landscape supplies to landscape professionals.

•In June 2022, we acquired the assets and assumed the liabilities of Prescott
Dirt, LLC
(“Prescott Dirt”). With two locations in Prescott and Prescott Valley,
Arizona
, Prescott Dirt is a wholesale distributor of landscape supplies to
landscape professionals.

•In June 2022, we acquired the assets and assumed the liabilities of Yard Works,
LLC
(“Yard Works”). With 13 locations in Central Virginia, Yard Works is a
wholesale distributor of bulk landscape supplies to landscape professionals.

•In June 2022, we acquired the assets and assumed the liabilities of Across the
Pond, Inc. (“Across the Pond”). With one location in Huntsville, Alabama, Across
the Pond is a wholesale distributor of hardscapes and bulk landscape supplies to
landscape professionals.

•In April 2022, we acquired the assets and assumed the liabilities of Preferred
Seed Company, Inc.
(“Preferred Seed”). With one location in Buffalo, New York,
Preferred Seed is a wholesale distributor of seed and agronomic products to
landscape professionals.

•In April 2022, we acquired the assets and assumed the liabilities of RTSB
Enterprises, Inc.
, doing business as Bellstone Masonry Supply (“Bellstone”).
With one location in Fort Worth, Texas, Bellstone is a wholesale distributor of
hardscapes and landscape supplies to landscape professionals.

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•In March 2022, we acquired all of the outstanding stock of J K Enterprise,
Inc.
, Culpeper Recycling Hauling LLC, Culpeper Recycling Transport LLC, Gateway
Home & Garden Center, LLC
, JK Enterprise Landscape Supply, Limited Liability
Company
, Madera Farm Transport, LLC, Saunders LS, LLC, and Tilden Farm Nursery,
LLC
, and also acquired the assets of Metro Landscape Supply, Limited and
Culpeper Recycling, LLC (collectively, “JK Enterprise”). With six locations in
Northern Virginia and one location in Maryland, JK Enterprise is a wholesale
distributor of bulk and bagged mulches and soil, hardscapes, and nursery
products to landscape professionals.

•In December 2021, we acquired the assets and assumed the liabilities of Bothe
Trucking, Inc.
, doing business as Seffner Rock and Gravel (“Seffner”). With one
location in Tampa, Florida, Seffner is a wholesale distributor of natural stone,
bulk aggregates, mulch, soil, and other landscape supplies to landscape
professionals.

•In November 2021, we acquired the assets and assumed the liabilities of Semco
Distributing, Inc.
(“Semco”). With four locations in Ohio and Missouri, Semco is
a wholesale distributor of natural stone and landscape supplies to landscape
professionals.

•In August 2021, we acquired the assets and assumed the liabilities of Green
Brothers Earth Works and Southern Landscape Supply
(“Green Brothers”). With four
locations in the greater Atlanta, Georgia market, Green Brothers is a
distributor of landscape supplies and hardscapes to landscape professionals.

•In May 2021, we acquired all of the outstanding stock of Rodvold Enterprises,
Inc.
, doing business as Rock & Block Hardscape Supply (“Rock & Block”). With two
locations in the San Diego, Southern Orange County and Inland Empire markets in
California, Rock & Block is a distributor of hardscapes, masonry, and landscape
supplies to landscape professionals.

•In April 2021, we acquired the assets and assumed the liabilities of Melrose
Supply & Sales Corp
(“Melrose”). With six locations throughout Florida, Melrose
is a distributor of irrigation, lighting, and drainage products to landscape
professionals.

•In April 2021, we acquired all of the outstanding stock of Timberwall Landscape
& Masonry Products, Inc.
(“Timberwall”). With one location in Victoria,
Minnesota
, Timberwall is a distributor of hardscapes and landscape supplies to
landscape professionals.

•In April 2021, we acquired the assets and assumed the liabilities of Arizona
Stone & Architectural Products
and Solstice Stone (“Arizona Stone and
Solstice”). With seven locations throughout Arizona and two locations in the Las
Vegas, Nevada
market, Arizona Stone and Solstice is a distributor of hardscapes,
natural stone, and landscape supplies to landscape professionals.

•In February 2021, we acquired the assets and assumed the liabilities of Lucky
Landscape Supply, LLC
(“Lucky Landscape Supply“). With one location in the
greater Houston, Texas market, Lucky Landscape Supply is a distributor of
nursery products 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 for 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 have entered into supply contracts with terms that exceed one
year for the manufacture of our LESCO® branded fertilizer, some nursery goods,
and grass seed, which may require us to purchase products in the future.

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Strategic Initiatives

We continue to undertake operational 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 are focusing on our procurement and supply chain management
initiatives to better serve our customers and reduce sourcing costs. We are also
implementing new inventory planning and stocking system functionalities and new
transportation management systems 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, the development of our private label product strategy, the expansion
of product lines, and the reorganization of brands and products by preferred
suppliers.

•Supply chain initiatives, including the implementation of new inventory
planning and stocking systems and functionalities, the installation of new
distribution centers, local hubs in large markets, and local fleet utilization
and cost improvements.

•Sales force performance initiatives, including the implementation of new
compensation plans, the restructuring of our sales force, formal sales and
product training for our sales force and sales force management, and the
implementation of a comprehensive CRM.

•Marketing initiatives, including product marketing, customer strategy and
analytics, Hispanic customer engagement, implementation of our digital marketing
strategy, and the relaunch of our Partners Program.

•Digital initiatives, including increasing customer demand and adoption of our
website and 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 barcoding.

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 might not always be able to reflect these
increases in our pricing. The strategic initiatives described above are designed
to reduce our exposure to these fluctuations and maintain and improve our
efficiency.

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