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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q
 

  X  

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended

June 28, 2003

 

 

 

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 0-11917
 


 THE DAVEY TREE EXPERT COMPANY
(Exact name of registrant as specified in its charter)

Ohio

34-0176110

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification Number)

 

 

1500 North Mantua Street
P.O. Box 5193
Kent, Ohio 44240
(Address of principal executive offices) (Zip code)

 

 

(330) 673-9511
(Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:
None

 

Securities registered pursuant to Section 12(g) of the Act:
Common Shares, $1.00 par value


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   X    No       

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes   X    No       

There were 7,630,112 Common Shares outstanding as of August 8, 2003. 



The Davey Tree Expert Company
Quarterly Report on Form 10-Q
June 28, 2003

INDEX
 

 

 

Page

 

 

 

Part I.  Financial Information

 

 

 

Item 1.

Financial Statements (Unaudited)

 

 

 

Condensed Consolidated Balance Sheets -- June 28, 2003 and December 31, 2002


2

 

 

 

 

Condensed Consolidated Statements of Operations -- Three months and six months ended June 28, 2003 and June 29, 2002


3

 

 

 

 

Condensed Consolidated Statements of Cash Flows -- Six months ended June 28, 2003 and June 29, 2002


4

 

 

 

 

Notes to Condensed Consolidated Financial Statements

5

 

 

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations


13

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

18

 

 

 

Item 4.

Controls and Procedures

18

 

 

 

Part II.  Other Information

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

19

 

 

 

Item 6.

Exhibits and Reports on Form 8-K

19

 

 

 

Signatures

 

 

 

 

 

Exhibit Index

 

1



THE DAVEY TREE EXPERT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands, except per share amounts)

  

 

June 28,  
       2003     

December 31,
        2002       

Assets

 

 

Current assets:

 

 

     Cash and cash equivalents

$          316 

$          591 

     Accounts receivable, net

57,498 

49,197 

     Operating supplies

3,249 

2,857 

     Other current assets

        9,102 

        8,858 

 

Total current assets

70,165 

61,503 

 

 

 

Property and equipment

235,394 

229,038 

     Less accumulated depreciation

    166,840 

    162,175 

 

 

68,554 

66,863 

 

 

 

Other assets

25,148 

25,230 

Identified intangible assets and goodwill, net

        7,249 

        7,560 

 

 

$   171,116 

$   161,156 

 

 

 

 

Liabilities and shareholders' equity

 

 

Current liabilities:

 

 

     Accounts payable

$     17,925 

$     18,097 

     Accrued expenses

15,096 

16,659 

     Other current liabilities

       12,694 

      11,325 

 

Total current liabilities

45,715 

46,081 

 

 

 

Long-term debt

43,617 

36,605 

Self-insurance accruals

16,422 

13,493 

Other noncurrent liabilities

      10,648 

      10,842 

 

 

116,402 

107,021 

 

 

 

Common shareholders' equity:

 

 

     Common shares, $1.00 par value, per share; 12,000 shares
          authorized; 10,728 shares issued


10,728 


10,728 

     Additional paid-in capital

6,115 

5,710 

     Common shares subscribed, unissued

9,726 

9,817 

     Retained earnings

84,063 

82,525 

     Accumulated other comprehensive income (loss)

        (597)

      (1,057)

 

 

110,035 

107,723 

     Less:

 

 

          Cost of common shares in treasury; 3,140 shares at
               June 28 and 3,048 shares at December 31


      46,972 


      44,956 

          Common share subscriptions receivable

        8,349 

        8,632 

 

 

      54,714 

      54,135 

 

 

$   171,116 

$   161,156 

 

See notes to condensed consolidated financial statements.

 

 

2



THE DAVEY TREE EXPERT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share data)

 

 

   Three  Months Ended   

       Six Months Ended       

 

June 28,  
      2003     

June 29,  
     2002    

June 28,  
      2003     

June 29,  
     2002    

 

 

 

 

 

Revenues

$   93,348 

$   93,354 

$ 161,442 

$ 157,727 

 

 

 

 

 

Costs and expenses:

 

 

 

 

     Operating

58,733 

60,830 

106,959 

106,047 

     Selling

14,119 

13,414 

26,089 

24,647 

     General and administrative

6,159 

6,370 

13,009 

12,418 

     Depreciation and amortization

       5,013 

       4,978 

     10,017 

       9,654 

 



 

     84,024 

     85,592 

   156,074 

   152,766 

 



 

 

 

 

 

Income from operations

9,324 

7,762 

5,368 

4,961 

 

 

 

 

 

Other income (expense):

 

 

 

 

     Interest expense

(526)

(731)

(1,231)

(1,517)

     Other, net

          231 

            880 

           85 

         874 

 



 

 

 

 

 

Income before income taxes

9,029 

7,911 

4,222 

4,318 

 

 

 

 

 

Income taxes

        3,567 

         3,133 

       1,668 

       1,710 

 



 

 

 

 

 

Net income

$     5,462 

$    4,778 

$     2,554 

$     2,608 

 



 

 

 

 

 

Net income per share:
     Basic


$         .69 


$        .61 


$         .32 


$         .33 

 



     Diluted

$         .67 

$        .58 

$         .30 

$         .32 

 



 

 

 

 

 

See notes to condensed consolidated financial statements.

 

3


THE DAVEY TREE EXPERT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
 

 

        Six Months Ended        

 

June 28, 
      2003    

June 29,   
     2002     

Operating activities

 

 

     Net income

$     2,554 

$      2,608 

     Adjustments to reconcile net income to net
          cash (used in) provided by operating activities:

 

 

          Depreciation and amortization

10,017 

9,654 

          Other

           521 

        (1,062)

 

 

13,092 

11,200 

          Changes in operating assets and liabilities:

 

 

               Accounts receivable

(8,301)

(9,611)

               Operating liabilities

808 

5,799 

               Other

         (369)

           748 

 

 

      (7,862)

       (3,064)

 

                           Net cash provided by operating activities

5,230 

8,136 

 

 

 

Investing activities

 

 

     Capital expenditures, equipment

(11,326)

(11,786)

     Other

            84 

197 

 

                                    Net cash used in investing activities

(11,242)

(11,589)

 

 

 

Financing activities

 

 

     Revolving credit facility proceeds, net

8,300 

6,900 

     Purchase of common shares for treasury

(3,254)

(3,518)

     Sale of common shares from treasury

1,835 

2,455 

     Dividends

(1,016)

(937)

     Other

          (128)

         (1,767)

 

                            Net cash provided by financing activities

         5,737 

          3,133 

 

 

 

 

Decrease in cash and cash equivalents

(275)

(320)

 

 

 

     Cash and cash equivalents, beginning of period

             591 

             406 

 

                            Cash and cash equivalents, end of period

$         316 

$           86 

 

 

 

 

Supplemental cash flow information follows:

 

 

     Interest paid

$      1,211 

$      1,480 

     Income taxes paid

3,361 

2,314 

     Noncash transactions:

 

 

          Debt issued for purchase of business

219 

1,560 

 

 

 

     Detail of acquisitions:

 

 

          Assets acquired:

 

 

               Equipment

$         103 

$      1,191 

               Intangibles

377 

3,314 

          Liabilities assumed

257 

          Debt issued for purchase of business

             219 

          1,560 

 

               Cash paid

$         261 

$      2,688 

 

 

 

 

See notes to condensed consolidated financial statements.

 

 

4



The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 28, 2003
(Amounts in thousands, except share data)

 

A.  Basis of Financial Statement Preparation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and with the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. In the opinion of management, the financial statements include all material adjustments necessary for a fair presentation, consisting of normal recurring adjustments and accruals.

Certain information and disclosures required by GAAP for complete financial statements have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2002.

Accounting Estimates--The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates.

Stock-Based Compensation--In accordance with the Company's accounting policy for stock-based compensation, no expense has been recognized related to stock options, as holders of stock options have historically had to pay an amount equal to the market value of the shares at the date of grant.

The following table summarizes the impact on net income and net income per share had the Company used the fair value method of accounting, the alternative policy in FAS No. 123, "Accounting for Stock-Based Compensation."

 

 Three Months Ended  

 Six Months Ended   

 

June 28,
   2003   

June 28,
   2003   

June 28,
   2003   

June 28,
   2003   

Net income as reported

$  5,462

$   4,778

$  2,554

$  2,608

     Deduct stock-based compensation,
          determined under fair value


           3


           3


           3


           3

 



Pro forma net income, FAS 123 adjusted

$  5,459

$   4,775

$  2,551

$  2,605

 



 

 

 

 

 

Net income per share--basic

 

 

 

 

     As reported

$      .69

$       .61

$      .32

$      .33

     Pro forma, FAS 123 adjusted

.69

.61

.32

.33

 

 

 

 

 

Net income (loss) per share--diluted

 

 

 

 

     As reported

$      .67

$       .58

$      .30

$      .32

     Pro forma, FAS 123 adjusted

.67

.58

.30

.32

 

5



The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 28, 2003
(Amounts in thousands, except share data)

 

B.  Seasonality of Business

Operating results for the six months ended June 28, 2003 are not indicative of results that may be expected for the year ending December 31, 2003 because of business seasonality. Business seasonality results in higher revenues during the second and third quarters as compared with the first and fourth quarters of the year, while the methods of accounting for fixed costs, such as depreciation and interest expense, are not significantly impacted by business seasonality.

 

C.  Accounts Receivable, Net

Accounts receivable, net, consisted of the following:

 

June 28, 
     2003     

December 31,
        2002       

 

 

 

Accounts receivable

$     64,904

$     57,376

Receivables under contractual arrangements

         6,021

         5,880

 

 

70,925

63,256

Less prepetition accounts receivable from PG&E
     classified as noncurrent other assets


       12,211


       12,490

 

 

58,714

50,766

Less allowances for doubtful accounts

         1,216

         1,569

 

 

$     57,498

$     49,197

 

     

Receivables under contractual arrangements consist of work-in-process in accordance with the terms of contracts, primarily with utility services customers.

On April 6, 2001, one of the Company's largest utility customers, Pacific Gas and Electric Company ("PG&E") filed a voluntary bankruptcy petition under Chapter 11 of the U. S. Bankruptcy Code. Subsequent to the bankruptcy petition date, the Company continued to provide services under the terms of its contracts with PG&E. The Company continues to perform services for PG&E and receives payment for post-petition date services performed, as part of PG&E's administrative expenses.

On September 20, 2001, PG&E filed a reorganization plan as part of its Chapter 11 bankruptcy proceeding that seeks to pay all of its creditors in full.  In addition to PG&E's reorganization plan, there was a competing alternative proposed plan of reorganization filed by the California Public Utilities Commission and the Official Committee of Unsecured Creditors ("CPUC/OCC plan").  The bankruptcy court began confirmation hearings in December 2002 to determine whether to confirm the PG&E plan, the CPUC/OCC plan or neither plan. The bankruptcy court subsequently suspended the confirmation trial process in early 2003 and ordered mandatory settlement discussions. 

On June 19, 2003, it was announced that Pacific Gas & Electric Corporation ("PG&E Corporation," the parent company of PG&E),  the staff of the California Public Utilities Commission ("CPUC"), and PG&E entered into a proposed settlement agreement that contemplates a new plan of reorganization (the "Settlement Plan") to supersede the competing plans. Subsequently, PG&E Corporation, PG&E, and the Official Committee of Unsecured Creditors ("OCC"), as co-proponents, filed the Settlement Plan with the bankruptcy court. The Settlement Plan contemplates the payment of all creditors, in full and in cash. 

6


 

The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 28, 2003
(Amounts in thousands, except share data)

 

 

C.  Accounts Receivable, Net (continued)

The Settlement Plan must go through CPUC hearings and be voted on by the CPUC as well as creditors.  It also must be reviewed in formal hearings by the bankruptcy court.  The CPUC hearings and vote are expected to be completed and a final CPUC decision to be announced during December 2003.  The creditors are expected to vote in October 2003 with confirmation hearings in the bankruptcy court completed and the Settlement Plan confirmed also in December 2003.  The effective date of the Settlement Plan, if approved by CPUC and confirmed by the bankruptcy court, is expected during the first quarter 2004. The Settlement Plan currently provides that the prepetition accounts receivable will be paid at the effective date. 

Management has monitored the situation closely and will continue to assess the collectibility of its receivables from PG&E.  In management's opinion, the prepetition receivables from PG&E are collectible.  Because of the uncertainty as to when payment will be received, the prepetition receivables are classified as noncurrent other assets.

The balance of prepetition accounts receivable, $12,211, has been reduced from the initial April 6, 2001 balance outstanding, $13,326, by interest payments received from PG&E of $138 during May 2003,  $141 during January 2003, and $836 during 2002 ($695 - July 2002 and $141 - October 2002).

 

D.  Long-Term Debt

Long-term debt consisted of the following:

 

June 28,  
      2003     

December 31,
        2002      

 

 

 

Revolving credit agreement

 

 

     Prime rate borrowings

$       2,700

$         400

     LIBOR borrowings

       40,000

       34,000

 

 

42,700

34,400

 

 

 

Subordinated notes, share redemption

84

389

Term loans

         2,446

         2,248

 

 

45,230

37,037

Less current portion

         1,613

            432

 

                                 

$     43,617

$    36,605

 

     

Revolving Credit Agreement--The Company has a $90,000 three-year revolving credit agreement with a group of banks, which will expire in November 2005 and permits borrowings, as defined, up to $90,000 with a letter of credit sublimit of $30,000. The revolving credit agreement contains certain affirmative and negative covenants customary for this type of agreement and includes financial covenant ratios, as defined, with respect to interest coverage, funded debt to EBITDA, and funded debt to capitalization.

7



The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 28, 2003
(Amounts in thousands, except share data)

  

D.  Long-Term Debt (continued)

As of June 28, 2003, the Company had unused commitments under the agreement approximating $20,731, with $69,269 committed under the agreement, consisting of borrowings of $42,700 and issued letters of credit of $26,569.  Borrowings outstanding bear interest, at the Company's option, at the agent bank's prime rate or LIBOR plus a margin adjustment ranging from 1.0% to 2.0%, based on a ratio of funded debt to EBITDA (earnings before interest, taxes, depreciation and amortization).  A commitment fee ranging from .20% to .45% is also required based on the average daily-unborrowed commitment.

The Company uses interest rate swaps to effectively convert a portion of variable-rate revolving credit borrowings to a fixed rate, thus reducing the impact of interest-rate changes on future interest expense.  As of June 28, 2003, the Company had two interest rate swaps outstanding, with the underlying notional amounts totaling $15,000, requiring interest to be paid at 4.39% and maturing in November 2005.  The fair value of the swaps is the amount quoted by the financial institution that the Company would pay to terminate the agreements, a liability of $476 at June 28, 2003.

  

E.  Comprehensive Income (Loss)

The components of comprehensive income (loss) follow:

 

 

      Three Months Ended     

       Six Months Ended       

 

June 28,  
     2003      

June 29,  
     2002      

June 28,  
     2003      

June 29,  
     2002      

Comprehensive income (loss)

 

 

 

 

 

 

 

 

 

     Net income

$    5,462 

$    4,778 

$    2,554 

$    2,608 

     Other comprehensive income (loss)

 

 

 

 

          Foreign currency translation adjustments

               380 

33 

               529 

96 

          Derivative instruments:

 

 

 

 

               Change in fair value of interest rate swaps

       (142)

          16 

       (112)

         249 

 



 

 

 

 

 

     Other comprehensive income (loss),
          before income taxes


238 


49 


417 


345 

     Income tax benefit (expense), related to
          items of other comprehensive income


           54 


           (6)


           43 


          (95)

 



          Other comprehensive income

         292 

          43 

         460 

         250 

 



     Comprehensive income

$    5,754 

$    4,821 

$    3,014 

$    2,858 

 



         

8


 

The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 28, 2003
(Amounts in thousands, except share data)

  

F.  Net Income Per Share, Dividends and Common Shares Outstanding

Net income per share is computed as follows:

 

     Three Months Ended     

       Six Months Ended         

 

June 28,  
     2003     

June 29,  
     2002     

June 28,  
     2003     

June 29,  
     2002     

Income available to common shareholders:

 

 

 

 

     Net income

$      5,462

$      4,778

$      2,554

$      2,608

 



 

 

 

 

 

Weighted average shares:

 

 

 

 

     Basic:

 

 

 

 

          Outstanding

7,674,750 

7,831,009 

7,674,750 

7,801,373 

          Partially-paid share subscriptions

   202,063 

              - 

   401,905 

              - 

 



               Basic weighted average shares

7,876,813 

7,831,009 

8,076,655 

7,801,373 

 



 

 

 

 

 

     Diluted:

 

 

 

 

          Basic from above

 7,876,813 

7,831,009 

 8,076,655 

7,801,373 

          Incremental shares from assumed:

 

 

 

 

               Exercise of stock subscription rights

12,391 

12,450 

               Exercise of stock options

   312,364 

   350,702 

   323,320 

   399,138 

 



          Diluted weighted average shares

8,201,568 

8,181,711 

8,412,425 

8,200,511 

 



 

 

 

 

 

Net income per share:

 

 

 

 

     Basic

$          .69

$          .61

$          .32

$          .33

 



     Diluted

$          .67

$          .58

$          .30

$          .32

 



         

Dividends--On June 10, 2003, the Company paid a $.06 per share dividend to common shareholders of record on June 1, 2003.  On June 10, 2002, a $.06 per share dividend was paid to common shareholders of record on June 1, 2002.  For the six months ended June 28, 2003 and June 29, 2002, total dividends paid during the periods were $.12 per share.

Common Shares Outstanding--The table below reconciles the activity of the common shares outstanding for the six months ended June 28, 2003:

Shares outstanding at December 31, 2002

7,680,367 

 

 

     Shares purchased

(254,200)

     Shares sold to employees

85,046 

     Stock subscription offering -- cash purchases

1,287 

     Options exercised

     75,800 


 

   (92,067)


Shares outstanding at June 28, 2003

7,588,300 


On June 28, 2003, the Company had 7,588,300 common shares outstanding, options exercisable to purchase 800,115 common shares, partially-paid subscriptions for 810,472 common shares and purchase rights outstanding for 258,859 common shares.

9



The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 28, 2003
(Amounts in thousands, except share data)

  

F.  Net Income Per Share, Dividends and Common Shares Outstanding (continued)

The partially-paid subscriptions relate to common shares purchased at $12.00 per share, in connection with the stock subscription offering completed in August 2002, whereby some employees opted to finance their subscription with a down-payment of at least 10% of their total purchase price and a seven- year promissory note for the balance due, with interest at 4.75%.  Promissory note payments, of both principal and interest, are made either by payroll deduction or annual lump-sum payment.  The promissory notes are collateralized with the common shares subscribed and the common shares are only issued when the related promissory note is paid-in-full.  Dividends are paid on all unissued subscribed shares.

The purchase rights outstanding were granted to purchase one additional common share at the price of $12.00 per share for every two common shares purchased in connection with the stock subscription offering completed in August 2002.  Each right may be exercised at the rate of one-seventh per year and will expire seven years after the date that the right was granted.  Employees may not exercise a right should they cease to be employed by the Company.

  

G.  Segment Information

The Company's operating results are reported in two segments: Residential and Commercial Services, and Utility Services, for operations in the United States. Residential and Commercial Services provides for the treatment, preservation, maintenance, cultivation, planting and removal of trees, shrubs and other plant life; its services also include the practice of landscaping, tree surgery, tree feeding, and treespraying, as well as the application of fertilizer, herbicides and insecticides. Utility Services is principally engaged in the practice of line clearing for public utilities, including the clearing of tree growth from power lines, clearance of rights-of-way and chemical brush control.

The Company also has two nonreportable segments: Canadian operations, which provides a comprehensive range of Davey horticultural services, and Davey Resource Group, which provides services related to natural resource management and consulting, forestry research and development, and environmental planning and also maintains research, technical support and laboratory diagnostic facilities. Canadian operations and Davey Resource Group are presented below as "All Other."

Measurement of Segment Profit and Loss and Segment Assets--The Company evaluates performance and allocates resources based primarily on operating income and also actively manages business unit operating assets.

10



The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 28, 2003
(Amounts in thousands, except share data)

 

G.  Segment Information (continued)

Segment information reconciled to consolidated external reporting information follows:

 

 


Utility 
Services

Residential  Commercial    Services   


All     
   Other   


 Reconciling  
 Adjustments 



Consolidated

Three Months Ended June 28, 2003

 

 

 

 

 

 

 

 

 

 

 

Revenues

$   34,212

$    49,550

$    9,586

$         -           

$     93,348

Income (loss) from operations

            76

        8,077

      1,483

(312)  (a)

9,324

 


   

     Interest expense

 

 

 

526        

526

     Other income (expense), net

 

 

 

         231        

            231

       

Income before income taxes

 

 

 

 

$       9,029

         

 

 

 

 

 

 

Three Months Ended June 29, 2002

 

 

 

 

 

 

 

 

 

 

 

Revenues

$    32,780

$    52,303

$    8,271

$         -           

$     93,354

Income (loss) from operations

           657

        7,116

         902

(913)  (a)

7,762

 


   

     Interest expense

 

 

 

731       

731

     Other income (expense), net

 

 

 

           880       

            880

       

Income before income taxes

 

 

 

 

$       7,911

         

 

 

 

 

 

 

Six Months Ended June 28, 2003

 

 

 

 

 

 

 

 

 

 

 

Revenues

$   67,635

$    78,096

$  15,711

$         -           

$   161,442

Income (loss) from operations

          201

        5,527

      1,200

(1,560)  (a)

5,368

 


   

     Interest expense

 

 

 

1,231        

1,231

     Other income (expense), net

 

 

 

            85        

              85

       

Income before income taxes

 

 

 

 

$       4,222

         

 

 

 

 

 

 

Six Months Ended June 29, 2002

 

 

 

 

 

 

 

 

 

 

 

Revenues

$    66,641

$    77,272

$  13,814

$         -           

$   157,727

Income (loss) from operations

        1,209

        5,063

         617

(1,928)  (a)

4,961

 


   

     Interest expense

 

 

 

1,517       

1,517

     Other income (expense), net

 

 

 

           874       

            874

       

Income before income taxes

 

 

 

 

$       4,318

         

 

 

 

 

 

 

 

 

 

 

 

 

     (a)     Reconciling adjustments from segment reporting to consolidated external financial reporting include unallocated
               corporate items related to the reclassification of depreciation expense and allocation of corporate expenses.

11



Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations.

(Amounts in thousands, except share data)

We provide a wide range of horticultural services to residential, commercial, utility and institutional customers throughout the United States and Canada.

Our operating results are reported in two segments: Residential and Commercial Services, and Utility Services, for operations in the United States. Residential and Commercial Services provides for the treatment, preservation, maintenance, cultivation, planting and removal of trees, shrubs and other plant life; its services also include the practice of landscaping, tree surgery, tree feeding and tree spraying, as well as the application of fertilizer, herbicides and insecticides. Utility Services is principally engaged in the practice of line clearing for public utilities, including the clearing of tree growth from power lines, clearance of rights-of-way and chemical brush control.

We also have two nonreportable segments: Canadian operations, which provides a comprehensive range of Davey horticultural services, and Davey Resource Group, which provides services related to natural resource management and consulting, forestry research and development, and environmental planning.  In addition, the Davey Resource Group also maintains research, technical support and laboratory diagnostic facilities.

  

RESULTS OF OPERATIONS

The following table sets forth our consolidated results of operations as a percentage of revenues.

 

 

    Three Months Ended    

       Six Months Ended      

 

June 28,   
      2003     

June 29,  
       2002     

June 28,   
      2003     

June 29,  
      2002     

 

 

 

 

 

Revenues

100.0%

100.0%

100.0%

100.0%

 

 

 

 

 

Costs and expenses:

 

 

 

 

     Operating

62.9   

65.2   

66.2   

67.2   

     Selling

15.1   

14.4   

16.2   

15.6   

     General and administrative

6.6   

6.8   

8.1   

7.9   

     Depreciation and amortization

        5.4   

        5.3   

        6.2   

        6.2   

 





Income from operations

10.0   

8.3   

3.3   

3.1   

 

 

 

 

 

Other income (expense):

 

 

 

 

     Interest expense

(0.5)  

(0.8)  

(0.8)  

(1.0)  

     Other, net

         .2   

         1.0   

         .1   

         .6   

 





 

 

 

 

 

Income before income taxes

9.7   

8.5   

2.6   

2.7   

 

 

 

 

 

Income taxes

        3.8   

       3.4   

        1.0   

       1.1   

 





 

 

 

 

 

Net loss

        5.9%

        5.1%

        1.6%

        1.6%

 





 

 

 

 

 

12


 

Results of Operations--Three Months Ended June 28, 2003 Compared to Three Months Ended
June 29, 2002.

Revenues--Revenues of $93,348 decreased $6 from the $93,354 earned in 2002. Residential and Commercial Services decreased $2,753 or 5.3% from the prior year, the result of the additional short-term contract obtained in 2002 related to the Asian Longhorned Beetle (ALB) within the state of New York.  The decrease in Residential and Commercial Services was offset by increases in both Utility Services and all other segments of $2,747.  Contract pricing adjustments and new contracts within our western utility operations as well as additional contracts within our Canadian and consulting operations attributed to the increase.

Operating Expenses--Operating expenses of $58,733 declined $2,097 from the second quarter of 2002 and as a percentage of revenues decreased 2.3% to 62.9%.  Residential and Commercial Services decreased $4,235 or 13.8%, primarily for material and subcontractor expense as a result of the completion of our short-term contract related to the control of the ALB within the state of New York in 2002.  Utility Services increased $1,991 or 7.9% from the second quarter of 2002.  Additional costs for labor and equipment associated with the new contracts obtained within our western utility operations gave rise to the increase.  Operating expenses from all other segments increased $147 from 2002.

Selling Expense--Selling expenses of $14,119 increased $705 over the same period last year and as a percentage of revenues increased .7% to 15.1%.  Residential and Commercial Services experienced an increase of $600 or 6.2% over the same quarter last year. Increases in field management and branch office wages and as well as other expenses such as rent and communications related to new operations acquired after the first quarter of 2002 account for the increase. Utility Services and all other segments combined increased $105.

General and Administrative Expenses--General and administrative expenses of $6,159 decreased $211 or 3.3% from the $6,370 experienced in 2002 and as a percentage of revenues declined .2% to 6.6% primarily due to a reduction of incentive expense. 

Depreciation and Amortization Expense--Depreciation and amortization expense increased $35 from the corresponding period last year and as a percentage of revenues, increased .1% to 5.4%.  The increase continues to be the result of additional expenditures for equipment and acquisitions that occurred after the first quarter 2002 but primarily during the fourth quarter 2002.

Interest Expense--Interest expense of $526 declined $205 from the $731 incurred in 2002.  The decline is the result of lower interest rates on bank borrowings and lower average levels of debt during the period.

Income Taxes--Income tax for the quarter was $3,567 as compared to $3,133 for the same quarter last year.  The effective tax rate was 39.5% as compared to 39.6% during 2002.

Net Income--Net income for the quarter of $5,462 was $684 greater than the $4,778 experienced in 2002 and as a percentage of revenues increased .8% to 5.9%.

 

Results of Operations--Six Months Ended June 28, 2003 Compared to Six Months Ended June 29, 2002.

Revenues--Revenues of $161,442 increased $3,715 or 2.4% from the $157,727 earned in 2002. Utility Services and all other segments combined increased $2,891.  The increase in due to contract pricing adjustments and new contracts within our western utility operations as well as additional contracts within our Canadian and consulting operations.  Residential and Commercial Services increased $824 from the prior year, the result of additional storm and snow removal work performed during the first quarter 2003.

13


Operating Expenses--Operating expenses of $106,959 increased $912 from 2002 but as a percentage of revenues decreased 1.0% to 66.2%. Utility Services and all other segments combined increased $2,428 from the first six months of 2002.  Additional costs for labor and equipment associated with the new contracts obtained within our western utility, Canadian and consulting operations gave rise to the increase. The increase in Utility Services and all other segments was partially offset by a reduction in Residential and Commercial Services of $1,516, the result of lower material and subcontractor expenses associated with our 2002 ALB contract in the state of New York.

Selling Expense--Selling expenses of $26,089 increased 5.9% or $1,442 when compared to the same period last year and as a percentage of revenues increased .6% to 16.2%.  Residential and Commercial Services increased $1,686 or 9.8% to $18,824. Increases in branch office wages and expenses related to new operations acquired after the first quarter of 2002 account for the increase. The increase in Residential and Commercial Services was reduced by decreases in all other segments combined of $244.

General and Administrative Expenses--General and administrative expenses of $13,009 increased $591 or 4.8% from the $12,418 experienced in 2002.  Professional services increased $796 primarily the result of a $600 credit in 2002 from the resolution of disputed services.  Pension expense has been recognized in 2003 as compared to pension income in 2002, a change of $479.  The increase in professional services and pension expense has been partially offset by a reduction of incentive expense of $480.

Depreciation and Amortization Expense--Depreciation and amortization expense of $10,017 increased $363 when compared to the $9,654 incurred in 2002 but as a percentage of revenues remained stable at 6.2%.  The increase relates to equipment and acquisition expenditures during the latter half of 2002.

Interest Expense--Interest expense of $1,231 declined $286 from the first six months of 2002, a .2% reduction as a percentage of revenue.  The decline is the result of lower interest rates on bank borrowings and lower average levels of debt during the period.

Income Taxes--Income tax was $1,668 as compared to $1,710 for the first six months of 2002.  The effective tax rate was 39.5% as compared to 39.6% during the same period last year.

Net Income--Net income of $2,554 declined slightly from the $2,608 experienced in 2002 but as a percentage of revenues remained the same at 1.6%.


LIQUIDITY AND CAPITAL RESOURCES

Our principal financial requirements are for capital spending, working capital and business acquisitions.

Cash decreased $275 during the first six months of 2003.  Net cash provided by operating activities of $5,230 and $5,737 provided by financing activities offset the $11,242 used in investing activities.

Net Cash Provided By Operating Activities

Operating activities for the first six months of 2003 provided $5,230 of cash, a decrease of $2,906 as compared to the $8,136 provided during the first six months of 2002.  The $2,906 net decrease is attributable to a decrease in accounts payable and accrued liabilities offset by an increase in self-insurance accruals, prepaid insurance premiums, smaller increases in accounts receivable and lower gains on the sale of property.

14


 

Accounts receivable increased $8,301 during the first six months of 2003.  The "days-sales-outstanding" in accounts receivable increased four days from the first six months of 2002.We continue to strive to collect accounts receivable dollars and reduce days-sales-outstanding.

Operating liabilities provided $808 in cash, $4,991 less than that provided in 2002.  The decrease is attributable to a decrease in accounts payable and accrued expenses offset by smaller increases in self-insurance accruals necessary to provide for future estimated claims payments in our vehicle, general liability and workers compensation lines of coverage.

On April 6, 2001, one of the Company's largest utility customers, Pacific Gas and Electric Company ("PG&E") filed a voluntary bankruptcy petition under Chapter 11 of the U. S. Bankruptcy Code. Subsequent to the bankruptcy petition date, the Company continued to provide services under the terms of its contracts with PG&E. The Company continues to perform services for PG&E and receives payment for post-petition date services performed, as part of PG&E's administrative expenses.

On September 20, 2001, PG&E filed a reorganization plan as part of its Chapter 11 bankruptcy proceeding that seeks to pay all of its creditors in full.  In addition to PG&E's reorganization plan, there was a competing alternative proposed plan of reorganization filed by the California Public Utilities Commission and the Official Committee of Unsecured Creditors ("CPUC/OCC plan").  The bankruptcy court began confirmation hearings in December 2002 to determine whether to confirm the PG&E plan, the CPUC/OCC plan or neither plan. The bankruptcy court subsequently suspended the confirmation trial process in early 2003 and ordered mandatory settlement discussions. 

On June 19, 2003, it was announced that Pacific Gas & Electric Corporation ("PG&E Corporation," the parent company of PG&E),  the staff of the California Public Utilities Commission ("CPUC"), and PG&E entered into a proposed settlement agreement that contemplates a new plan of reorganization (the "Settlement Plan") to supersede the competing plans. Subsequently, PG&E Corporation, PG&E, and the Official Committee of Unsecured Creditors ("OCC"), as co-proponents, filed the Settlement Plan with the bankruptcy court. The Settlement Plan contemplates the payment of all creditors, in full and in cash. 

The Settlement Plan must go through CPUC hearings and be voted on by the CPUC as well as creditors.  It also must be reviewed in formal hearings by the bankruptcy court.  The CPUC hearings and vote are expected to be completed and a final CPUC decision to be announced during December 2003.  The creditors are expected to vote in October 2003 with confirmation hearings in the bankruptcy court completed and the Settlement Plan confirmed also in December 2003.  The effective date of the Settlement Plan, if approved by CPUC and confirmed by the bankruptcy court, is expected during the first quarter 2004. The Settlement Plan currently provides that the prepetition accounts receivable will be paid at the effective date. 

Management has monitored the situation closely and will continue to assess the collectibility of its receivables from PG&E.  In management's opinion, the prepetition receivables from PG&E are collectible.  Because of the uncertainty as to when payment will be received, the prepetition receivables are classified as noncurrent other assets.

The balance of prepetition accounts receivable, $12,211, has been reduced from the initial April 6, 2001 balance outstanding, $13,326, by interest payments received from PG&E of $138 during May 2003,  $141 during January 2003, and $836 during 2002 ($695 - July 2002 and $141 - October 2002).

Net Cash Used in Investing Activities

Investing activities used $11,242 in cash, $347 less than the $11,589 used in 2002 and is the result of lower capital expenditures for field equipment and acquisitions. Capital expenditures in 2003 are expected to exceed 2002 levels.

15


 

Net Cash Provided by Financing Activities

Financing activities provided $5,737 of cash, $2,604 more than the $3,133 provided last year.  Our revolving credit agreement and other borrowings provided $3,039 more cash than that provided in 2002 and were used primarily for capital expenditures. Treasury share transactions (purchases and sales) used $356 more than the $1,063 used in 2002.  Dividends paid increased slightly to $1,016 from the $937 paid in the first six months of 2002.

Revolving Credit Agreement--The Company has a $90,000 three-year revolving credit agreement with a group of banks, which will expire in November 2005 and permits borrowings, as defined, up to $90,000 with a letter of credit sublimit of $30,000.

As of June 28, 2003, the Company had unused commitments under the agreement approximating $20,731, with $69,269 committed under the agreement, consisting of borrowings of $42,700 and issued letters of credit of $26,569.  Borrowings outstanding bear interest, at the Company's option, at the agent bank's prime rate or LIBOR plus a margin adjustment ranging from 1.0% to 2.0%, based on a ratio of funded debt to EBITDA (earnings before interest, taxes, depreciation and amortization).  A commitment fee ranging from .20% to .45% is also required based on the average daily-unborrowed commitment.

The Company uses interest rate swaps to effectively convert a portion of variable-rate revolving credit borrowings to a fixed rate, thus reducing the impact of interest-rate changes on future interest expense.  As of June 28, 2003, the Company had two interest rate swaps outstanding, with the underlying notional amounts totaling $15,000, requiring interest to be paid at 4.39% and maturing in November 2005.  The fair value of the swaps is the amount quoted by the financial institution that the Company would pay to terminate the agreements, a liability of $476 at June 28, 2003.

Contractual Obligations Summary

 The following is a summary of our long-term contractual obligations, as at June 28, 2003, to make future payments for the periods indicated.

 

 

Six          
Months Ending
December 31,



            Year Ending December 31,            

 

             Description              

   Total   

        2003        

   2004   

   2005   

   2006   

   2007   

Thereafter

 

 

 

 

 

 

 

 

Revolving credit agreement

$  42,700

$            - 

$            -

$  42,700

$           -

$           -

$              -

Subordinated notes

84

84 

-

-

-

-

-

Term loans

2,446

773 

773

470

215

215

-

Capital lease obligations

3,376

278 

657

807

616

1,018

-

Operating lease obligations

      5,323

     875 

       1,456

      1,049

       762

       538

       643

Self-insurance accruals

    25,790

    5,960 

    7,932

      5,264

    2,899

    1,534

    2,201

 






 

$  79,719

$    7,970 

$  10,818

$  50,290

$   4,492

$   3,305

$     2,844

 






               

The self-insurance accruals in the summary above reflect the total of the undiscounted amount accrued as at June 28, 2003 and amounts estimated to be due each year may differ from actual payments required to fund claims.

As of June 28, 2003, we were contingently liable for letters of credit in the amount of $30,799, of which $26,569 is committed under the revolving credit facility.  Substantially all of these letters of credit, which expire within a year, are planned for renewal as necessary.

Also, as is common with our industry, we have performance obligations that are supported by surety bonds, which expire during 2003 through 2006.  We intend to renew the performance bonds where appropriate and as necessary.

16


Capital Resources

Cash generated from operations and our revolving credit agreement are our primary sources of capital.

Business seasonality results in higher revenues during the second and third quarters as compared with the first and fourth quarters of the year, while our methods of accounting for fixed costs, such as depreciation and interest expense, are not significantly impacted by business seasonality. Capital resources during these periods are equally effected. We satisfy seasonal working capital needs and other financing requirements with the revolving credit agreement and several other short-term lines of credit.  We are continuously reviewing our existing sources of financing and evaluating alternatives. At June 28, 2003, we had working capital of $24,450, short-term lines of credit approximating $2,104, and $20,731 available under our revolving credit agreement.

Our sources of capital presently allow us the financial flexibility to meet our capital-spending plan and to complete business acquisitions.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented.  

The Company considers its critical accounting policies to be those that require the more significant estimates, judgments and assumptions in the preparation of its financial statements, including those related to accounts receivable, specifically those receivables under contractual arrangements primarily arising from Utility Services customers; bad debts; and self-insurance accruals.  We base our estimates on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

There have been no significant changes in estimates, judgments and assumptions in the preparation of these interim financial statements from those used in the preparation of the Company's latest annual financial statements.

 

Note Regarding Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995).  These statements relate to future events or our future financial performance.  In some cases, forward-looking statements may be identified by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to differ materially from what is expressed or implied in these forward-looking statements.  Some important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: (a) our business, other than tree services to utility customers, being highly seasonal and weather dependent; (b) significant customers, particularly utilities, may experience financial difficulties, resulting in payment delays or delinquencies, and (c) because no public market exists for our common shares, the ability of shareholders to sell their common shares is limited.

17



Item 3.   Quantitative and Qualitative Disclosures about Market Risk

During the six months ended June 28, 2003, there have been no material changes in the reported market risks presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2002.

 

Item 4.   Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to the Rule 13a-15 of the Exchange Act.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of  June 28, 2003 in alerting them on a timely basis to material information required to be included in our periodic filings with the SEC.

There have been no significant changes in our internal control over financial reporting or in other factors that have materially affected or are reasonably likely to materially affect these internal controls over financial reporting subsequent to June 28, 2003.

18


The Davey Tree Expert Company

Part II.  Other Information

Items 1, 2, 3 and 5 are not applicable.

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

 

 

An annual meeting of shareholders was held on May 20, 2003.  The following sets forth the
actions considered and the results of the voting:

 

 

Election of Directors

Nominees for director for the term
expiring on the date of the annual




                    Number of Shares                        

 

 

meeting in 2005 -- All elected.

     For     

Against

Nonvotes

 

 

 

 

 

 

 

 

Willard R. Holland

6,663,296

19,793

1,854,155

 

 

Robert A. Stefanko

6,656,446

26,643

1,854,155

 

 

Karl J. Warnke

6,670,525

12,564

1,854,155

 

 

 

 

 

 

Description of Proposal

Amendment to the Articles of
Incorporation to increase the authorized
number of common shares to





                         Number of Shares                        

 

 

24 million -- Approved.

     For     

Against

  Abstain  

 

 

 

 

 

 

 

 

 

6,050,649

469,948

2,016,647

 

 

 

Item 6.

Exhibits and Reports on Form 8-K

 

 

 

(a)     Exhibits (see Exhibit Index page, below)

 

 

 

(b)     Reports on Form 8-K

 

 

 

         None

Signatures

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.

 

 

THE DAVEY TREE EXPERT COMPANY

 

 

 

 

By:

/s/ David E. Adante                              

Date: August 8, 2003

 

David E. Adante

 

 

Executive Vice President, Chief Financial Officer and Secretary

 

 

(Principal Financial Officer)

 

 

 

Date: August 8, 2003

By:

/s/ Nicholas R. Sucic                            

 

 

Nicholas R. Sucic

 

 

Corporate Controller

 

 

(Principal Accounting Officer)


19


Exhibit Index

31.1 - Certification of Chief Executive Officer pursuant to Section 302 of the
          Sarbanes-Oxley Act of 2002.

Filed Herewith

 

 

31.2 - Certification of Chief Financial Officer pursuant to Section 302 of the
          Sarbanes-Oxley Act of 2002.

Filed Herewith

 

 

32.1 - Certification of Chief Executive Officer pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

Furnished Herewith

 

 

32.2 - Certification of Chief Financial Officer pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

Furnished Herewith

 

 

20