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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

July 3, 2004

 

 

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 7,759,079 Common Shares outstanding as of August 6, 2004. 


 


The Davey Tree Expert Company
Quarterly Report on Form 10-Q
July 3, 2004

 

INDEX

 

 

 

Page

 

 

 

Part I.  Financial Information

 

 

 

Item 1.

Financial Statements (Unaudited)
 

 

 

Condensed Consolidated Balance Sheets -- July 3, 2004 and December 31, 2003


2

 

 

 

 

Condensed Consolidated Statements of Operations -- Three months and six months ended July 3, 2004 and June 28, 2003


3

 

 

 

 

Condensed Consolidated Statements of Cash Flows -- Six months ended July 3, 2004 and June 28, 2003


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

20

 

 

 

Item 4.

Controls and Procedures

20

 

 

 

Part II.  Other Information

 

 

 

Item 2.

Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities


21

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

22

 

 

 

Item 6.

Exhibits and Reports on Form 8-K

22

 

 

 

Signatures

 

 

 

 

 

Exhibit Index

 

1


 

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

 

 

July 3,      
         2004        

December 31,
        2003       

Assets

 

 

Current assets:

 

 

     Cash and cash equivalents

$          930 

$          211 

     Accounts receivable, net

77,449 

53,773 

     Operating supplies

3,715 

3,396 

     Other current assets

       8,515 

      11,017 

 

Total current assets

90,609 

68,397 

 

 

 

Property and equipment

255,212 

238,636 

     Less accumulated depreciation

     178,174 

    171,883 

 

 

77,038 

66,753 

 

 

 

Other assets

11,880 

24,164 

Identified intangible assets and goodwill, net

         8,037 

        7,523 

 

 

$   187,564 

$   166,837 

 

 

 

 

Liabilities and shareholders' equity

 

 

Current liabilities:

 

 

     Accounts payable

$     17,459 

$     16,727 

     Accrued expenses

18,391 

18,408 

     Other current liabilities

      12,928 

      13,054 

 

Total current liabilities

48,778 

48,189 

 

 

 

Long-term debt

43,000 

30,178 

Self-insurance accruals

21,210 

16,947 

Other noncurrent liabilities

       9,620 

       9,376 

 

 

122,608 

104,690 

 

 

 

Common shareholders' equity:

 

 

     Common shares, $1.00 par value, per share; 24,000 shares
          authorized; 10,728 shares issued


10,728 


10,728 

     Additional paid-in capital

6,283 

6,528 

     Common shares subscribed, unissued

9,659 

9,720 

     Retained earnings

93,233 

89,158 

     Accumulated other comprehensive income (loss)

         (271)

       (146)

     Performance restricted-stock units

           110 

                - 

 

 

119,742 

115,988 

     Less:  Cost of common shares in treasury; 3,008 shares at
                     July 3 and 2,924 shares at December 31


      47,769 


      46,516 

               Common share subscription receivable

        7,017 

        7,325 

 

 

      64,956 

      62,147 

 

 

$   187,564 

$   166,837 

 

 

 

 

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       

 

July 3,    
       2004      

June 28,   
      2003     

July 3,  
      2004    

June 28, 
      2003    

 

 

 

 

 

Revenues

$ 112,259 

$  93,348 

$ 191,744 

$ 161,442 

 

 

 

 

 

Costs and expenses:

 

 

 

 

     Operating

72,640 

58,733 

126,516 

106,959 

     Selling

16,735 

14,119 

31,032 

26,089 

     General and administrative

6,922 

6,159 

14,816 

13,009 

     Depreciation and amortization

       5,427 

       5,013 

     10,634 

     10,017 

 



 

   101,724 

     84,024 

   182,998 

   156,074 

 



 

 

 

 

 

Income from operations

10,535 

9,324 

8,746 

5,368 

 

 

 

 

 

Other income (expense):

 

 

 

 

     Interest expense

(481)

(526)

(931)

(1,231)

     Interest income

217 

233 

1,830 

325 

     Other, net

         (382)

              (2)

         (855)

         (240)

 



 

 

 

 

 

Income before income taxes

9,889 

9,029 

8,790 

4,222 

 

 

 

 

 

Income taxes

        4,055 

         3,567 

        3,604 

        1,668 

 



 

 

 

 

 

Net income

$      5,834 

$    5,462 

$     5,186 

$     2,554 

 



 

 

 

 

 

Net income per share:
     Basic


$          .73 


$        .69 


$         .63 


$         .32 

 



     Diluted:

$          .71 

$        .67 

$         .61 

$         .30 

 



 

 

 

 

 

Weighted average shares used in per share computations:

 

 

 

 

     Basic

         7,983

         7,877

         8,184

         8,077

 



     Diluted

         8,245

         8,202

         8,444

         8,412

 



 

 

 

 

 

Dividends declared per share

$         .065

$       .060

$          .13

$          .12

 



 

 

 

 

 

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              

 

July 3,   
      2004     

June 28,   
      2003      

Operating activities

 

 

     Net income

$        5,186 

$        2,554 

     Adjustments to reconcile net income to net
          cash provided by operating activities:

 

 

          Depreciation and amortization

10,634 

10,017 

          Other

         (406)

           521 

 

 

15,414 

13,092 

          Changes in operating assets and liabilities:

 

 

               Accounts receivable

(23,676)

(8,301)

               Operating liabilities

5,028 

808 

               Other

      15,269 

         (369)

 

 

      (3,379)

      (7,862)

 

                                                       Net cash provided by operating activities

12,035 

5,230 

 

 

 

Investing activities

 

 

     Capital expenditures, equipment

(18,937)

(11,326)

     Other

      (1,022)

             84 

 

                                                               Net cash used in investing activities

(19,959)

(11,242)

 

 

 

Financing activities

 

 

     Revolving credit facility proceeds, net

12,525 

8,300 

     Purchase of common shares for treasury

(3,376)

(3,254)

     Sale of common shares from treasury

2,125 

1,835 

     Dividends

(1,111)

(1,016)

     Other

      (1,520)

         (128)

 

                                                       Net cash provided by financing activities

        8,643 

        5,737 

 

 

 

 

Increase (decrease) in cash and cash equivalents

719 

(275)

 

 

 

     Cash and cash equivalents, beginning of period

           211 

           591 

 

 

 

 

                                                       Cash and cash equivalents, end of period

$           930 

$           316 

 

 

 

 

Supplemental cash flow information follows:

 

 

     Interest paid

$            954 

$         1,211 

     Income taxes paid

4,233 

3,361 

     Noncash transactions:

 

 

          Debt issued for purchases of businesses

1,138 

219 

 

 

 

     Detail of acquisitions:

 

 

          Assets acquired:

 

 

               Equipment

$            372 

$            103 

               Intangibles

1,203 

377 

          Debt issued for purchases of businesses

        1,138 

           219 

 

               Cash paid

$            437 

$            261 

 

 

 

 

See notes to condensed consolidated financial statements.

 

 

 

4



The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
July 3, 2004
(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, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. 

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, 2003.

Accounting Estimates--The consolidated financial statements and notes prepared in accordance with accounting principles generally accepted in the United States include estimates and assumptions made by management that affect reported amounts. Actual results could differ from those estimates.

Stock-Based Compensation--The Company accounts for stock-based compensation using the intrinsic-value method. Under the intrinsic value method, no compensation cost is recognized if the exercise price of the stock option is equal to the market value of the shares at the date of grant. For the Company's Performance Restricted-Stock Unit awards, compensation cost is recognized over the requisite vesting periods based on the fair market value on the date of grant.

The Davey Tree Expert Company 2004 Omnibus Stock Plan was approved by the Company's shareholders at its annual shareholders' meeting in May 2004. The Plan is administered by the Compensation Committee of the Board of Directors, with the maximum number of common shares that may be granted to or purchased by all employees and directors under this Plan being 5,000,000. In addition to the maintenance of the Employee Stock Purchase Plan, the Plan provides for the grant of stock options, restricted stock, stock appreciation rights, stock purchase rights, stock equivalent units, cash awards, and other stock or performance-based incentives. These awards are payable in cash or common shares, or any combination thereof, as established by the Committee.

Performance Restricted-Stock Units--During May 2004, the Committee awarded 44,151 Performance Restricted-Stock Units to certain key employees, of which 27,643 units have a four year vesting period and 16,508 units have a five year vesting period.

5



The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
July 3, 2004
(Amounts in thousands, except share data)

 

A.  Basis of Financial Statement Preparation (continued)

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

 

 

        Three Months Ended       

         Six Months Ended           

 

July 3,   
      2004     

June 28,  
      2003     

July 3,    
     2004      

June 28,   
      2003      

 

 

 

 

 

Net income as reported

$     5,834

$    5,462

$     5,186

$     2,554

     Add stock-based compensation,
          included in net income as
          reported, net of related tax effect



        65 



        - 



           65 



            - 

     Deduct stock-based compensation,
          determined under fair value


        82 


          3 


        98 


          3 

 



 

 

 

 

 

Pro forma net income, FAS 123 adjusted

$     5,817

$     5,459

$     5,153

$     2,551

 



 

 

 

 

 

Net income per share--basic

 

 

 

 

     As reported

$         .73

$         .69

$        .63

$        .32

     Pro forma, FAS 123 adjusted

$         .73

$         .69

$        .63

$        .32

 

 

 

 

 

Net income per share--diluted

 

 

 

 

     As reported

$         .71

$         .67

$        .61

$        .30

     Pro forma, FAS 123 adjusted

$         .71

$         .67

$        .61

$        .30

 B.  Seasonality of Business

Operating results for the six months ended July 3, 2004 are not indicative of results that may be expected for the year ending December 31, 2004 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 expense, are not significantly impacted by business seasonality.

6



The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
July 3, 2004
(Amounts in thousands, except share data)

  

C.  Accounts Receivable and Collection of Receivable from Pacific Gas & Electric

Accounts receivable, net, consisted of the following:

 

July 3,    
      2004      

December 31,
        2003       

 

 

 

Accounts receivable

$      63,912

$      62,986

Receivables under contractual arrangements

         15,112

         4,458

 

 

79,024

67,444

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


                 -


       11,931

 

 

79,024

55,513

Less allowances for doubtful accounts

         1,575

         1,740

 

Accounts receivable, net

$      77,449

$      53,773

 

     

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

Pacific Gas & Electric ("PG&E") voluntarily filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code on April 6, 2001.  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 settlement agreement.  Subsequently, PG&E Corporation, PG&E, and the Official Committee of Unsecured Creditors ("OCC"), as co-proponents, filed the settlement agreement with the bankruptcy court.  In December 2003, the CPUC approved the settlement agreement and the bankruptcy court confirmed the plan of reorganization.

PG&E is one of the Company's largest utility customers.  Subsequent to the bankruptcy petition date, April 6, 2001, 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.

On April 12, 2004, PG&E announced that its plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code became effective and that the holders of record of allowed claims would be paid.  Davey Tree was a holder of allowed claims related to prepetition accounts receivable that arose prior to the filing date of PG&E's voluntary bankruptcy petition on April 6, 2001. On April 13, 2004, the Company received payment of $13,326 from PG&E in settlement of allowed claims related to prepetition accounts receivable.

For the period from the bankruptcy petition date, April 6, 2001, to the date of payment, interest was payable on the prepetition accounts receivable.  Interest received through April 13, 2004 totaled $1,692 (with $297 received in year-to-date 2004; $559 in 2003, and $836 in 2002).

As periodic interest payments were received by the Company, the carrying amount of the prepetition accounts receivable was reduced from the initial April 6, 2001 balance of $13,326.  The carrying amount of the prepetition accounts receivable was $11,931 as of December 31, 2003.

7



The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
July 3, 2004
(Amounts in thousands, except share data)

  

C.  Accounts Receivable and Collection of Receivable from Pacific Gas & Electric (continued)

In receiving the $13,326 payment on April 13, 2004, the amount of the prepetition accounts receivable was restored to the initial balance of $13,326 by recognizing $1,536 of interest income, reported in the results of operations for the first quarter and $156 reported in the results of operations for the second quarter 2004.

The $13,326 payment was used to reduce borrowings outstanding under the Company's revolving credit facility in the second quarter of 2004.

 

D.  Pension Plans

Substantially all of the Company's domestic employees are covered by two noncontributory defined benefit pension plans.

During May 2004, the Company adopted a Supplemental Executive Retirement Plan ("SERP") and a Benefits Restoration Pension Plan ("Restoration Plan") for certain key employees. Both the SERP and the Restoration Plan are defined benefit plans under which nonqualifed supplemental pension benefits will be paid in addition to amounts received under the Company's qualified retirement defined benefit pension plans, which is subject to Internal Revenue Service limitations on covered compensation.

The results of operations included the following net periodic benefit cost recognized related to the defined benefit pension plans.

 

  Three Months Ended   

    Six Months Ended     

 

July 3, 
    2004   

June 28,
   2003   

July 3, 
   2004   

June 28,
   2003   

 

 

 

 

 

Components of net pension cost of defined benefit plan

 

 

 

 

 

 

 

 

 

   Service costs--increase in benefit obligation earned

$     284 

$     219 

$     552 

$     437 

   Interest cost on projected benefit obligation

            347 

296 

665 

592 

   Expected return on plan assets

(493)

(442)

(986)

(884)

   Recognized net actuarial loss

67 

85 

134 

169 

   Amortization of prior service cost

144 

145 

   Amortization of transition asset

       (18)

       (18)

       (36)

       (36)

 



   Net pension cost of defined benefit pension plans

$     331 

$     141 

$     474 

$     280 

 



The Company expects, as of July 3, 2004, that it will not be necessary to make contributions to the defined-benefit pension plans in 2004.

8



The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
July 3, 2004
(Amounts in thousands, except share data)

  

E.  Long-Term Debt

Long-term debt consisted of the following:

 

July 3,    
     2004     

December 31,
        2003       

 

 

 

Revolving credit facility

 

 

     Prime rate borrowings

$     20,800

$       3,300

     LIBOR borrowings

       21,025

       26,000

 

 

41,825

29,300

 

 

 

Subordinated notes, share redemptions

-

-

Term loans

         2,209

         2,403

 

 

44,034

31,703

Less current portion

         1,034

         1,525

 

                                 

$     43,000

$     30,178

 

     

Revolving Credit Facility--The Company has a $90,000 three-year revolving credit facility 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 $40,000 (amended in January 2004 to $40,000 from a previous $30,000 letter of credit sublimit).  The revolving credit facility contains certain affirmative and negative covenants customary for this type of facility and includes financial covenant ratios, as defined, with respect to interest coverage, funded debt to EBITDA (earnings before interest, taxes, depreciation and amortization), and funded debt to capitalization.

As of July 3, 2004, the Company had unused commitments under the facility approximating $15,369, with $74,631 committed, consisting of borrowings of $41,825 and issued letters of credit of $32,806.  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.  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 July 3, 2004, the Company had an interest rate swap outstanding, with an underlying notional amount totaling $15,000, requiring interest to be paid at 4.14% and maturing in November 2005.  The fair value of the swap is the amount quoted by the financial institution that the Company would pay to terminate the agreements, a liability of $98 at July 3, 2004.

9



The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
July 3, 2004
(Amounts in thousands, except share data)

  

F.  Comprehensive Income (Loss)

The components of comprehensive income (loss) follow:

 

    Three Months Ended     

      Six Months Ended      

 

July 3,  
     2004    

June 28,  
     2003    

July 3,  
     2004    

June 28, 
     2003    

Comprehensive Income (Loss)

 

 

 

 

 

 

 

 

 

     Net income

$     5,834 

$     5,462 

$     5,186 

$     2,554 

     Other comprehensive income (loss)

 

 

 

 

          Foreign currency translation adjustments

(170)

380 

(225)

529 

          Derivative instruments:

 

 

 

 

               Change in fair value of interest rate swap

          247 

        (142)

          161 

       (112)

 



 

 

 

 

 

          Other comprehensive income (loss),
               before income taxes


77 


238 


(64)


417 

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


          (94)


            54 


         (61)


           43 

 



                    Other comprehensive income 

          (17)

          292 

       (125)

         460 

 



               Comprehensive income

$     5,817 

$     5,754 

$    5,061 

$    3,014 

 



         

 

G.  Net Income (Loss) Per Share and Common Shares Outstanding

Net income (loss) per share is computed as follows:

 

    Three Months Ended    

     Six Months Ended      

 

 

July 3,  
    2004    

June 28,  
     2003    

July 3,  
    2004    

June 28, 
     2003    

 

 

Income available to common shareholders:

 

 

 

 

 

     Net income

$      5,834

$      5,462

$      5,186

$    2,554

 

 





 

Weighted average shares:

 

 

 

 

 

     Basic:

 

 

 

 

 

          Outstanding

7,782,829

7,674,750

7,782,829

7,674,750

 

          Partially-paid share subscriptions

   200,670

    202,063

    401,341

   401,905

 

 





 

               Basic weighted average shares

7,983,499

 7,876,813

 8,184,170

8,076,655

 

 





 

 

 

 

 

 

 

     Diluted:

 

 

 

 

 

          Basic from above

7,983,499

7,876,813

8,184,170

8,076,655

 

          Incremental shares from assumed:

 

 

 

 

 

               Exercise of stock subscription purchase rights

45,800

      12,391

45,888

12,450

 

               Exercise of stock options

   210,464

      312,364

212,734

   323,320

 

               Conversion of performance restricted-stock units

       5,029

              -

       1,676

               -

 

 





 

          Diluted weighted average shares

8,244,792

8,201,568

8,444,468

8,412,425

 

 





 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

     Basic

$         .73

$         .69

$         .63

$         .32

 

 





 

     Diluted

$         .71

$         .67

$         .61

$         .30

 

 





10


 

The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
July 3, 2004
(Amounts in thousands, except share data)

 

G.  Net Income (Loss) Per Share and Common Shares Outstanding (continued)

Common Shares Outstanding--A summary of the activity of the common shares outstanding for the six months ended July 3, 2004 follows:

Shares outstanding at December 31, 2003

7,804,205 

 

 

     Shares purchased

(216,855)

     Shares sold to employees

102,842 

     Options exercised

      30,746 

 

 

    (83,267)

 

Shares outstanding at July 3, 2004

 7,720,938 

 

On July 3, 2004, the Company had 7,720,938 common shares outstanding, options exercisable to purchase 484,124 common shares, partially-paid subscriptions for 804,887 common shares and purchase rights outstanding for 256,065 common shares.

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.

 

H.  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 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.

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."

11



The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
July 3, 2004
(Amounts in thousands, except share data)

  

H.  Segment Information (continued)

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.

Segment information reconciled to consolidated external reporting information follows:

 

 


Utility 
Services

Residential  Commercial    Services   


All     
   Other   


 Reconciling  
 Adjustments 



Consolidated

Three Months Ended July 3, 2004

 

 

 

 

 

 

 

 

 

 

 

     Revenues

$    41,702

$     59,002 

$   11,555 

$            -        

$   112,259 

     Income (loss) from operations

        2,154

         6,967 

       1,621 

(207)  (a)

10,535 

 


   

          Interest expense

 

 

 

481        

481 

          Interest income

 

 

 

217        

217 

          Other income (expense), net

 

 

 

       (382)       

          (382)

       

     Income before income taxes

 

 

 

 

$        9,889

 

 

 

 

 


           

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 

          Interest income

 

 

 

233       

233 

          Other income (expense), net

 

 

 

            (2)      

               (2)

       

     Income before income taxes

 

 

 

 

$       9,029 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended July 3, 2004

 

 

 

 

 

 

 

 

 

 

 

     Revenues

$    81,001

$    90,717 

$   20,026 

$            -        

$   191,744 

     Income (loss) from operations

        3,818

        4,771 

      1,574 

(1,417)  (a)

8,746 

 


   

          Interest expense

 

 

 

931        

931 

          Interest income

 

 

 

1,830        

1,830 

          Other income (expense), net

 

 

 

       (855)       

          (855)

       

     Income before income taxes

 

 

 

 

$       8,790 

 

 

 

 

 


 

 

 

 

 

 

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 

          Interest income

 

 

 

325       

325 

          Other income (expense), net

 

 

 

         (240)      

         (240)

       

     Income before income taxes

 

 

 

 

$       4,222 

 

 

 

 

 


 

 

 

 

 

 

     (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.

12



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      

 

July 3,   
      2004     

June 28,  
      2003     

July 3,   
      2004     

June 28,  
     2003     

 

 

 

 

 

Revenues

100.0 % 

100.0 % 

100.0 % 

100.0 % 

 

 

 

 

 

Costs and expenses:

 

 

 

 

     Operating

64.7     

62.9     

66.0     

66.2     

     Selling

14.9     

15.1     

16.2     

16.2     

     General and administrative

6.2     

6.6     

7.7     

8.1     

     Depreciation and amortization

        4.8     

        5.4     

        5.5     

        6.2     

 



 

 

 

 

 

Income from operations

9.4     

10.0     

4.6     

3.3     

 

 

 

 

 

Other income (expense):

 

 

 

 

     Interest expense

(.4)    

(.5)    

(.5)    

(.8)    

     Interest income

.2     

.2     

1.0      

.2     

     Other, net

         (.4)    

        (.0)    

         (.5)    

        (.1)    

 



 

 

 

 

 

Income before income taxes

8.8     

9.7     

4.6      

2.6     

 

 

 

 

 

Income taxes

        3.6     

       3.8     

        1.9      

       1.0     

 



 

 

 

 

 

Net income

        5.2 % 

      5.9 % 

        2.7 %  

      1.6 % 

 



13



Overview

Revenues of $191,744 for the first six months of 2004 were 18.8% higher than the first six months of 2003 of $161,442.  All operating segments experienced revenue increases from the same period last year.  Utility Services revenues increased 19.8% while Residential and Commercial Services were up 16.2%.  All other revenues, comprised of the Canadian operations and Davey Resource Group, were up 27.0%

Overall, income from operations of $8,746 increased $3,378 or 62.9% from the $5,368 experienced in 2003.  Utility Services and our Canadian operations contributed to the improvements, a reflection of the continued demand for services.

Net income of $5,186 was $2,632 greater than the $2,554 experienced in the first six months of 2003. The increase in net income was favorably impacted by higher revenues and income from operations, a decrease in interest expense, the result of lower interest rates and lower average debt levels, and by the recognition of $1,692 of interest income in connection with the collection of the prepetition accounts receivable from Pacific Gas & Electric.

 

Results of Operations--Three Months Ended July 3, 2004 Compared to Three Months Ended
June 28, 2003.

Revenues--Revenues of $112,259 increased $18,911 from the $93,348 earned in 2003. Residential and Commercial services increased $9,452 or 19.1% over the same period last year, the result of an additional long-term contract obtained within the state of New York related to the Asian Longhorned Beetle (ALB).Utility Services increased $7,490 or 21.9% from the prior year. Contract pricing adjustments, new contracts and increased productivity, within our eastern and western utility operations accounted for the increase.    Canadian operations increased $1,683 or 28.7% from the $5,866 earned in 2003.  New contracts and increases in existing contracts from 2003 as well as improved economic conditions and favorable weather account for the increase generally in all operations.

Operating Expenses--Operating expenses of $72,640 increased $13,907 from the second quarter of 2003 and as a percentage of revenues increased 1.8% to 64.7%. Residential and Commercial services increased $8,731 or 33.1% primarily for labor and materials associated with the addition of the Asian Longhorned Beetle contract within the state of New York.Utility Services increased $4,433 or 16.4% from the second quarter of 2003.  Additional costs for labor and equipment associated with the new contracts obtained within our eastern utility operations as well as additional costs related to the increased revenues within our western utility operations gave rise to the increase.    Canadian operations experienced an increase of $830 or 27.0% from the prior period for labor and equipment associated with the increased revenues.

Selling Expenses--Selling expenses of $16,735 increased $2,616 over the same period last year but as a percentage of revenues decreased .2% to 14.9%. Residential and Commercial Services experienced an increase of $1,542 or 15.0% over the same quarter last year. The increase is attributable to field management wages and incentives, advertising expense, branch office expenses and employee development expense.Utility Services experienced an increase of $743 or 24.2% over the same period last year, primarily for field management wages and incentives.  Canadian operations increased $436 or 40.1% from the second quarter 2003. Increased field management wages and incentives, the result of increased revenues, contributed to the increase.

14


 

General and Administrative Expenses--General and administrative expenses of $6,922 increased $763 or 12.4% from the $6,159 experienced in 2003, but as a percentage of revenues declined .4% to 6.2%.Of the $763 increase, $426 relates to the adoption in May 2004 of the Supplemental Executive Retirement Plan and the Benefits Restoration Pension Plan, both defined benefit plans; the adoption in May 2004 of the 401KSOP Match Restoration Plan, a defined contribution plan that supplements the retirement benefits of certain employees that participate in the savings-plan-feature of The Davey 401KSOP and ESOP Plan, but are limited in contributions because of tax rules and regulations; and, the awards in May 2004 of 44,151 Performance Restricted-Stock Units to certain key employees. Increases in travel expenses of $112 and salaries and incentive expense of $88 also occurred, the result of increased revenues and stronger earnings performance.

Depreciation and Amortization Expense--Depreciation and amortization expense of $5,427 increased $414 from the $5,013 in the second quarter 2003, but as a percentage of revenues decreased .6% to 4.8%.  The increase is due to additional capital expenditures for equipment within Utility Services as a result of additional contracts obtained in 2004, and new business acquisitions within Residential and Commercial Services.

Interest Expense--Interest expense of $481 decreased $45 from the $526 incurred in second quarter 2003.  The decline continues to be the result of lower interest rates on bank borrowings and lower average levels of debt during the period.

Interest Income--Interest income of $217 decreased $16 from the $233 in the second quarter 2003. The decrease corresponds with the decrease in the balance outstanding of the common share subscription receivable at the end of the second quarter 2004 ($7,017) as compared with the end of the second quarter 2003 ($8,349).

Income Taxes--Income tax for the quarter was $4,055, as compared to $3,567 for the same quarter last year.  The effective tax rate was 41.0% as compared to 39.5% in the second quarter 2003.

Net Income--Net income for the quarter of $5,834 was $372 more than the $5,462 experienced in 2003, but as a percentage of revenues decreased .7% to 5.2%.


Results of Operations--Six Months Ended July 3, 2004 Compared to Six Months Ended
June 28, 2003.

Revenues--Revenues of $191,744 increased $30,302 from the $161,442 earned in 2003. Utility Services increased $13,366 or 19.8% from the prior year. Contract pricing adjustments, new contracts and increased productivity, within our eastern and western utility operations continue to account for the increase.  Residential and Commercial services increased $12,621 or 16.2% over the same period last year, the result of an additional long-term contract obtained within the state of New York related to the Asian Longhorned Beetle (ALB), and acquisitions made in 2003.  Canadian operations increased $3,775 or 42.8% from the $8,819 in 2003, with a portion of the additional revenues related to the infestation of the Asian Longhorned Beetle (ALB) within Canada.  New contracts and increases in existing contracts as well as improved economic conditions and favorable weather account for the increase generally in all operations.

15


 

Operating Expenses--Operating expenses of $126,516 increased $19,557 from the $106,959 in 2003 but as a percentage of revenues decreased .2% to 66.0%.Residential and Commercial services increased $10,392 or 23.7% for labor and materials associatedwith the addition of the Asian Longhorned Beetle contract within the state of New York as well as an overall increase in revenues.Utility Services increased $7,431 or 13.9% from 2003.  Additional costs for labor and equipment associated with the start-up of new contracts obtained within our eastern utility operations as well as additional costs related to the increased revenues within our western utility operations gave rise to the increase. Canadian operations experienced an increase of $2,022 or 40.1% from the prior year for labor and subcontractor costs associated with the increased revenues.

Selling Expenses--Selling expenses of $31,032 increased $4,943 over the same period last year but as a percentage of revenues remained the same at 16.2%.  Residential and Commercial Services experienced an increase of $2,341 or 12.4% over the same period last year.The increase is attributable to field management wages and incentives, advertising expense and employee development expense.  Utility Services experienced an increase of $1,583 or 25.7% over the same period last year, primarily for field management wages and incentives associated with the increased revenue. Canadian operations increased $860 or 46.8% over the same period last year. Increased field management incentives, the result of increased revenues contributed to the increase.

General and Administrative Expenses--General and administrative expenses of $14,816 increased $1,807 or 13.9% from the $13,009 experienced in 2003, but as a percentage of revenues declined .4% to 7.7%.Of the $1,807 increase, $426 relates to the adoption in May 2004 of the Supplemental Executive Retirement Plan and the Benefits Restoration Pension Plan, both defined benefit plans; the adoption in May 2004 of the 401KSOP Match Restoration Plan, a defined contribution plan that supplements the retirement benefits of certain employees that participate in the savings-plan-feature of The Davey 401KSOP and ESOP Plan, but are limited in contributions because of tax rules and regulations; and, the awards in May 2004 of 44,151 Performance Restricted-Stock Units to certain key employees. Increases in salaries and incentive expense of $888 and travel expenses of $133 also occurred, the result of increased revenues and stronger earnings performance.

Depreciation and Amortization Expense--Depreciation and amortization expense of $10,634 increased $617 from the $10,017 in 2003, but as a percentage of revenues decreased .7% to 5.5%.  The increase is due to additional capital expenditures for equipment within Utility Services as a result of additional contracts obtained in 2004, and new business acquisitions within Residential and Commercial Services.

Interest Expense--Interest expense of $931 decreased $300 from the $1,231 incurred in the first six months of 2003.  The decline continues to be the result of lower interest rates on bank borrowings and lower average levels of debt during the period.

Interest Income--Interest income of $1,830 increased $1,505 from the $325 experienced in the same period last year and includes the recognition of $1,692 in connection with the collection of the prepetition accounts receivable from Pacific Gas & Electric. 

Income Taxes--Income tax was $3,604 as compared to $1,668 for the first six months of 2003.  The effective tax rate was 41.0% as compared to 39.5% during the same period last year.

Net Income--Net income of $5,186 was $2,632 more than the $2,554 experienced in 2003 and as a percentage of revenues increased 1.1% to 2.7%.

16


 

LIQUIDITY AND CAPITAL RESOURCES

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

Cash increased $719 during the first six months of 2004.  Net cash provided by operating activities of $12,035 and financing activities of $8,643 were offset by $19,959 of cash used in investing activities.

Net Cash Provided By Operating Activities

Operating activities for the first six months of 2004 provided $12,035 of cash, a net increase of $6,805 as compared to the $5,230 provided during the first six months of 2003.  The $6,805 net increase is attributable to a higher level of net income, higher levels of depreciation and amortization, increases in self-insurance accruals, accounts payable and accrued expense as well as a larger decrease in other assets. Larger increases in accounts receivable partially offset the increase in cash provided.

Accounts receivable dollars increased $23,676 during the first six months of 2004 and "days-sales-outstanding" in accounts receivable increased seven days as at July 3, 2004 as compared with the end of the second quarter 2003. The increase in the days-sales-outstanding relates to our contract work performed in connection with the Asian Longhorned Beetle contract in New York as well as work performed for our utility service customers.

Operating liabilities provided $5,028 in cash, $4,220 more than the $808 provided in 2003The increase is attributable to an increase in accounts payable and accrued expenses and self-insurance accruals necessary to provide for future estimated claims payments in our vehicle, general liability and workers compensation lines of coverage. 

Other items provided $15,269 in cash, $15,638 more than the $369 used in the first six months of 2003 and is primarily the result of the $13,326 payment in settlement of allowed claims related to our prepetition accounts receivable with PG&E.

Pacific Gas & Electric ("PG&E") voluntarily filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code on April 6, 2001.  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 settlement agreement.  Subsequently, PG&E Corporation, PG&E, and the Official Committee of Unsecured Creditors ("OCC"), as co-proponents, filed the settlement agreement with the bankruptcy court.  In December 2003, the CPUC approved the settlement agreement and the bankruptcy court confirmed the plan of reorganization.

PG&E is one of the Company's largest utility customers.  Subsequent to the bankruptcy petition date, April 6, 2001, 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.

On April 12, 2004, PG&E announced that its plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code became effective and that the holders of record of allowed claims would be paid.  Davey Tree was a holder of allowed claims related to prepetition accounts receivable that arose prior to the filing date of PG&E's voluntary bankruptcy petition on April 6, 2001. On April 13, 2004, the Company received payment of $13,326, from PG&E in settlement of allowed claims related to prepetition accounts receivable.  The $13,326 payment was used to reduce borrowings outstanding under the Company's revolving credit facility in the second quarter of 2004.

17


 

Net Cash Used in Investing Activities

Investing activities used $19,959 in cash, $8,717 more than the $11,242 used in 2003 and is the result of higher levels of capital expenditures for field equipment associated with increased revenues. Capital expenditures in 2004 are expected to materially exceed 2003 levels.

Net Cash Provided by Financing Activities

Financing activities provided $8,643 of cash, $2,906 more than the $5,737 provided last year.  Our revolving credit facility and other borrowings provided $2,833 more cash than that provided in 2003 and were used primarily for capital expenditures. Treasury share transactions (purchases and sales) used $168 less than the $1,419 used in 2003.  Dividends paid increased to $1,111 from the $1,016 paid in the first six months of 2003.

Revolving Credit Facility--The Company has a $90,000 three-year revolving credit facility 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 $40,000 (amended in January 2004 to $40,000 from a previous $30,000 letter of credit sublimit). 

As of July 3, 2004, the Company had unused commitments under the facility approximating $15,369, with $74,631 committed, consisting of borrowings of $41,825and issued letters of credit of $32,806.  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.  A commitment fee ranging from .20% to .45% is also required based on the average daily unborrowed commitment.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Contractual Obligations Summary

The following is a summary of our long-term contractual obligations, as at July 3, 2004, to make future payments for the periods indicated.

 

 

 

Six
Months Ending
December 31,



            Year Ending December 31,             

 

             Description              

   Total   

          2004          

   2005   

   2006   

   2007   

   2008   

Thereafter

 

 

 

 

 

 

 

 

Revolving credit facility

$  41,825

$                -      

$  41,825

$            -

$          -

$          -

$              -

Term loans

2,209

444      

810

665

290

-

-

Capital lease obligations

2,721

332      

804

619

966

-

-

Operating lease obligations

      4,625

     938      

       1,313

      958

       736

       359

       321

Self-insurance accruals

    29,946

     6,493      

      9,244

      6,425

    3,665

    1,841

    2,278

 






 

$  81,326

$        8,207      

$  53,996

$    8,667

$  5,657

$  2,200

$      2,599

 






               

The self-insurance accruals in the summary above reflect the total of the undiscounted amount accrued as at July 3, 2004 and amounts estimated to be due each year may differ from actual payments required to fund claims.

18


 

As of July 3, 2004, we were contingently liable for letters of credit in the amount of $37,036, of which $32,806 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 2004 through 2007.  We intend to renew the performance bonds where appropriate and as necessary.

Capital Resources

Cash generated from operations and our revolving credit facility 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 expense, are not significantly impacted by business seasonality. Capital resources during these periods are equally affected. We satisfy seasonal working capital needs and other financing requirements with the revolving credit facility and several other short-term lines of credit.  We are continuously reviewing our existing sources of financing and evaluating alternatives. At July 3, 2004, we had working capital of $41,831, short-term lines of credit approximating $3,624 and $15,369 available under our revolving credit facility.

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; allowances for doubtful accounts; 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.

 19


 

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 could be limited.

Item 3.   Quantitative and Qualitative Disclosures about Market Risk

During the six months ended July 3, 2004, 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, 2003.

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 July 3, 2004 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 July 3, 2004.

20


 

The Davey Tree Expert Company



Part II.  Other Information

Items 1, 3 and 5 are not applicable.

 

 

Item 2.   Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

 

 

 

The following table provides information on purchases made by the Company of its Common Shares outstanding during the first six months of 2004.

 






              Period              



Total    
Number of
Shares   
 
Purchased




Average    
Price Paid 

 per Share 


Total Number of    
Shares Purchased  
as Part of Publicly  
Announced Plans   
       or Programs     
 

Maximum Number    
(or Approximate      
Dollar Value) of       
Shares that May Yet Be
Purchased Under the  

    Plans or Programs    

 

 

 

 

 

           Fiscal 2004           

 

 

 

 

 

 

 

 

 

January 4 to January 31

-

-

n/a

n/a

February 1 to February 28

12,538

$    13.50

n/a

n/a

February 29 to April 3

  32,570

15.70

n/a

n/a

 
     

     Total First Quarter

45,108

15.09

 

 

 

 

 

 

 

April 4 to May 1

81,941

15.70

n/a

n/a

May 2 to May 29

71,040

15.70

n/a

n/a

May 30 to July 3

  19,766

15.70

n/a

n/a

 
     

     Total Second Quarter

172,747

15.70

 

 

 
     

 

 

 

 

 

Total Year to Date

217,855

15.49

 

 

 
     

 

 

 

 

 

n/a--Not applicable. There are no publicly announced plans or programs to purchase Common Shares.

The Company's stock is not listed or traded on an active stock market, and market prices are, therefore, not available.  Semiannually, an independent stock valuation firm determines the fair market value based upon the Company's performance and financial condition.  Since 1979, the Company has voluntarily made a ready market for all shareholders through its direct purchase of their common shares.  The purchases listed above were added to the treasury stock of the Company.

 

21


 

 

Item 4.    Submission of Matters to a Vote of Security Holders

 

 

 

An annual meeting of shareholders was held on May 18, 2004.  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 2007 -- All elected.

     For     

Against

Nonvotes

 

 

 

 

 

 

R. Cary Blair

6,729,488

25,113

1,899,495

 

Douglas K. Hall

6,731,529

23,072

1,899,495

 

 

 

 


Description of Proposal


Adoption of The Davey Tree Expert
Company 2004 Omnibus Stock Plan





                         Number of Shares                      

 

Plan -- Approved.

     For     

Against

Abstain

Nonvotes

 

 

 

 

 

 

 

 

6,645,369

20,404

88,828

1,899,495

 

Item 6.    Exhibits and Reports on Form 8-K

 

 

 

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

 

 

 

(b)     Reports on Form 8-K

 

 

 

         On April 15, 2004, the Company filed a Current Report on Form 8-K under Item 5 thereof
         announcing that the Company received payment of $13,325,950 from Pacific Gas &
         Electric Company in settlement of allowed claims related to pre-bankruptcy accounts
         receivable.

 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 11, 2004

 

David E. Adante

 

 

Executive Vice President, Chief Financial Officer and Secretary

 

 

(Principal Financial Officer)

 

 

 

Date: August 11, 2004

By:

/s/ Nicholas R. Sucic                                                               

 

 

Nicholas R. Sucic

 

 

Corporate Controller

 

 

(Principal Accounting Officer)

 

22



Exhibit Index

 

Exhibit No.

Description

 

 

 

 

10.1

2004 Omnibus Stock Plan

Filed Herewith

 

 

 

10.2

401KSOP Match Restoration Plan

Filed Herewith

 

 

 

10.3

Supplemental Executive Retirement Plan

Filed Herewith

 

 

 

10.4

Retirement Benefit Restoration Plan

Filed Herewith

 

 

 

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