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EXCEL - IDEA: XBRL DOCUMENT - DAVEY TREE EXPERT COFinancial_Report.xls

 
 
 
 
 

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 April 4, 2015
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 000-11917
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)

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x   No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
¨ Large Accelerated Filer
x Accelerated Filer
 
¨ Non-Accelerated Filer
¨ Smaller Reporting Company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨ No x

There were 13,084,255 Common Shares, $1.00 par value, outstanding as of May 1, 2015

 
 
 
 
 



The Davey Tree Expert Company
Quarterly Report on Form 10-Q
April 4, 2015
INDEX
 
 
Page
Part I.
Financial Information
 
 
 
Item 1.  
Financial Statements (Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

We,” “Us,” “Our,” “Davey” and “Davey Tree,” unless the context otherwise requires, means The Davey Tree Expert Company and its subsidiaries.

- 1 -


THE DAVEY TREE EXPERT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands, except per share data dollar amounts)
 
 
April 4,
2015
 
December 31,
2014
Assets
 
 
 
Current assets:
 
 
 
Cash
$
16,696

 
$
18,415

Accounts receivable, net
106,474

 
111,598

Operating supplies
7,254

 
6,968

Other current assets
26,749

 
30,215

Total current assets
157,173

 
167,196

 
 
 
 
Property and equipment
547,224

 
532,949

Less accumulated depreciation
377,958

 
372,066

 
169,266

 
160,883

 
 
 
 
Other assets
20,882

 
18,862

Identified intangible assets and goodwill, net
33,528

 
34,063

 
$
380,849

 
$
381,004

Liabilities and shareholders' equity
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
37,041

 
$
42,140

Accrued expenses
23,535

 
34,925

Other current liabilities
28,346

 
31,288

Total current liabilities
88,922

 
108,353

 
 
 
 
Long-term debt
103,307

 
81,306

Self-insurance accruals
37,568

 
35,886

Other noncurrent liabilities
19,077

 
18,968

 
248,874

 
244,513

Common shareholders' equity:
 

 
 

 
 
 
 
Common shares, $1.00 par value, per share; 24,000 shares authorized; 21,457 shares issued and outstanding before treasury shares as of April 4, 2015
21,457

 
21,457

Additional paid-in capital
11,822

 
9,461

Common shares subscribed, unissued
9,343

 
9,381

Retained earnings
247,258

 
251,470

Accumulated other comprehensive loss
(13,464
)
 
(11,523
)
 
276,416

 
280,246

Less: Cost of Common shares held in treasury; 8,243 shares at April 4, 2015 and 8,292 shares at December 31, 2014
139,015

 
138,155

Common shares subscription receivable
5,426

 
5,600

 
 
 
 
 
131,975

 
136,491

 
$
380,849

 
$
381,004

 
 
 
 
See notes to condensed consolidated financial statements.
 

 
 


- 2 -


THE DAVEY TREE EXPERT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share dollar amounts)
 
 
Three Months Ended
 
April 4,
2015
 
March 29,
2014
Revenues
$
174,292

 
$
157,387

 
 
 
 
Costs and expenses:
 
 
 
Operating
119,858

 
109,231

Selling
32,656

 
29,059

General and administrative
15,132

 
13,899

Depreciation and amortization
10,661

 
9,900

(Gain)/loss on sale of assets, net
(30
)
 
23

 
178,277

 
162,112

 
 
 
 
Loss from operations
(3,985
)
 
(4,725
)
 
 
 
 
Other income (expense):
 
 
 
Interest expense
(790
)
 
(719
)
Interest income
63

 
69

Other, net
(827
)
 
(805
)
 
 
 
 
Loss before income taxes
(5,539
)
 
(6,180
)
 
 
 
 
Income tax benefits
(2,011
)
 
(2,169
)
 
 
 
 
Net loss
$
(3,528
)
 
$
(4,011
)
 
 
 
 
Net loss per share--basic and diluted
$
(.27
)
 
$
(.29
)
 
 
 
 
Weighted-average shares outstanding--basic and diluted
13,311

 
13,606

 
 
 
 
Dividends declared per share
$
.050

 
$
.045

 
 
 
 
See notes to condensed consolidated financial statements.
 
 
 


- 3 -


THE DAVEY TREE EXPERT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(In thousands)


 
Three Months Ended
 
April 4,
2015
 
March 29,
2014
Net loss
$
(3,528
)
 
$
(4,011
)
Components of other comprehensive income/(loss), net of tax:
 
 
 
Foreign currency translation adjustments
(2,183
)
 
(974
)
Reclassification to results of operations:
 
 
 
Amortization of defined benefit pension items:
 
 
 
Net actuarial loss
240

 
110

Prior service cost
2

 
2

Defined benefit pension plan adjustments
242

 
112

 
 
 
 
Other comprehensive loss, net of tax
(1,941
)
 
(862
)
 
 
 
 
Comprehensive loss
$
(5,469
)
 
$
(4,873
)
 
 
 
 
See notes to condensed consolidated financial statements.
 
 
 





- 4 -


THE DAVEY TREE EXPERT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
 
 
Three Months Ended
 
 
April 4,
2015
 
March 29,
2014
Operating activities
 
 
 
 
Net loss
 
$
(3,528
)
 
$
(4,011
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 
 
 
 
Depreciation and amortization
 
10,661

 
9,900

Other
 
(831
)
 
(266
)
Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable
 
5,124

 
3,782

Operating liabilities
 
(5,880
)
 
(11,872
)
Other, net
 
2,310

 
(2,741
)
 
 
11,384

 
(1,197
)
Net cash provided by (used in) operating activities
 
7,856

 
(5,208
)
 
 
 
 
 
Investing activities
 
 

 
 

Capital expenditures:
 
 

 
 

Equipment
 
(28,309
)
 
(17,972
)
Land and building
 
(199
)
 
(131
)
Purchases of businesses
 
(500
)
 
(2,178
)
Other
 
79

 
70

Net cash used in investing activities
 
(28,929
)
 
(20,211
)
 
 
 
 
 
Financing activities
 
 

 
 

Revolving credit facility proceeds, net
 
22,500

 
25,700

Purchase of common shares for treasury
 
(3,061
)
 
(2,344
)
Sale of common shares from treasury
 
4,334

 
4,216

Dividends
 
(685
)
 
(633
)
Payments of notes payable
 
(3,734
)
 
(3,020
)
Net cash provided by financing activities
 
19,354

 
23,919

 
 
 
 
 
Decrease in cash
 
(1,719
)
 
(1,500
)
 
 
 
 
 
Cash, beginning of period
 
18,415

 
15,861

Cash, end of period
 
$
16,696

 
$
14,361

 
 
 
 
 
Supplemental cash flow information follows:
 
 

 
 

Interest paid
 
$
1,175

 
$
1,060

Income taxes paid
 
956

 
1,321

 
 
 
 
 
See notes to condensed consolidated financial statements.
 
 

 
 



- 5 -


The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
April 4, 2015
(Amounts in thousands, except share data)




A.
Basis of Financial Statement Preparation
The condensed consolidated financial statements present the financial position, results of operations and cash flows of The Davey Tree Expert Company and its subsidiaries. When we refer to “we,” “us,” “our,” “Davey,” or “Davey Tree”, we mean The Davey Tree Expert Company and its subsidiaries, unless otherwise expressly stated or the context indicates otherwise.
We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), as codified in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"), and with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The consolidated financial statements include all adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal, recurring nature. All significant intercompany accounts and transactions have been eliminated.
Certain information and disclosures required by U.S. GAAP for complete financial statements have been omitted in accordance with the rules and regulations of the SEC. We suggest that these condensed consolidated financial statements be read in conjunction with the financial statements included in our annual report on Form 10-K for the year ended December 31, 2014 (the “2014 Annual Report”).
Use of Estimates in Financial Statement Preparation--The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect reported amounts. Our consolidated financial statements include amounts that are based on management’s best estimates and judgments.  Estimates are used for, but not limited to, accounts receivable valuation, depreciable lives of fixed assets, self-insurance accruals, income taxes and revenue recognition. Actual results could differ from those estimates.
Interim Results of Operations--Interim results may not be indicative of calendar year performance because of seasonal and short-term variations.

Recent Accounting Guidance

Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606)--In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers ("Topic 606"),” which will replace all current U.S. GAAP guidance on revenue recognition and eliminate all industry-specific guidance.

The new revenue recognition guidance provides a unified model to determine when and how revenue is recognized. The underlying principle is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration for which the entity expects in exchange for those goods and services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of the time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced information to be presented in the financial statements regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.

The new revenue recognition guidance will be effective for Davey Tree beginning January 1, 2017. However, the FASB, on April 1, 2015, voted to propose to defer the effective date by one year and that proposal is planned to be subject to a 30-day comment period. If the proposal is approved, early adoption would be permitted as of the original effective date. As proposed the guidance permits two implementation approaches: one, requiring retrospective application with restatement for each period presented or; two, as a cumulative-effect adjustment

- 6 -


The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
April 4, 2015
(Amounts in thousands, except share data)



A.
Basis of Financial Statement Preparation (continued)
with disclosure of changes as compared with prior standards for each period presented. We are currently evaluating the methods of adoption as well as the impact that it may have, if any, on our consolidated financial statements. The new revenue guidance will supersede existing revenue guidance affecting our Company, and may also affect our business processes and our information technology systems. As a result, our evaluation of the effect of the new revenue guidance will extend over future periods.

B.
Seasonality of Business
Due to the seasonality of our business, our operating results for the three months ended April 4, 2015 are not indicative of results that may be expected for any other interim period or for the year ending December 31, 2015. Business seasonality is the result of traditionally 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, amortization, rent and interest expense, are not significantly impacted by business seasonality.


C.
Accounts Receivable, Net and Supplemental Balance-Sheet Information
Accounts receivable, net, consisted of the following:
Accounts receivable, net
April 4,
2015
 
December 31,
2014
Accounts receivable
$
88,697

 
$
98,657

Receivables under contractual arrangements
20,426

 
15,362

 
109,123

 
114,019

Less allowances for doubtful accounts
2,649

 
2,421

Accounts receivable, net
$
106,474

 
$
111,598


Receivables under contractual arrangements consist of work-in-process in accordance with the terms of contracts, primarily with utility services customers.
 
Accrued expenses
April 4,
2015
 
December 31,
2014
Employee compensation
$
10,114

 
$
19,195

Accrued compensated absences
8,528

 
8,034

Self-insured medical claims
1,142

 
2,722

Customer advances, deposits
314

 
2,030

Taxes, other than income
2,692

 
2,054

Other
745

 
890

Total
$
23,535

 
$
34,925








- 7 -


The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
April 4, 2015
(Amounts in thousands, except share data)



D.
Business Combinations

Our investment in businesses during the first three months of 2015 was $800, with no liabilities assumed and debt issued of $300. The purchase price allocation is preliminary. The measurement period for purchase price allocations ends as soon as information of the facts and circumstances becomes available, but does not exceed twelve months. During the three months ended March 29, 2014, our investment in businesses was $2,645, with liabilities assumed of $10 and debt issued of $457.

The results of operations of acquired businesses have been included in the consolidated statements of operations beginning as of the effective dates of acquisition. The effect of these acquisitions on our consolidated revenues and results of operations was not significant.

Investments in Business Subsequent to April 4, 2015--Subsequent to April 4, 2015 and through the end of April 2015, we made an investment in a business approximating $1,644, with no liabilities assumed and debt issued of $600.


E.
Identified Intangible Assets and Goodwill, Net
The carrying amounts of the identified intangibles and goodwill acquired in connection with our historical investments in businesses were as follows:
 
April 4, 2015
 
December 31, 2014
Identified Intangible Assets and Goodwill, Net
Carrying
Amount
 
Accumulated
Amortization
 
Carrying
Amount
 
Accumulated
Amortization
Amortized intangible assets:
 
 
 
 
 
 
 
Customer lists/relationships
$
16,072

 
$
12,852

 
$
16,076

 
$
12,560

Employment-related
7,025

 
5,877

 
7,026

 
5,776

Tradenames
5,285

 
4,245

 
5,286

 
4,153

 
 
 
 
 
 
 
 
Amortized intangible assets
$
28,382

 
$
22,974

 
$
28,388

 
$
22,489

 
 
 
 
 
 
 
 
Less accumulated amortization
22,974

 
 

 
22,489

 
 

 
 
 
 
 
 
 
 
Identified intangibles, net
5,408

 
 

 
5,899

 
 

 
 
 
 
 
 
 
 
Unamortized intangible assets:
 

 
 

 
 

 
 

Goodwill
28,120

 
 

 
28,164

 
 

 
$
33,528

 
 

 
$
34,063

 
 



- 8 -


The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
April 4, 2015
(Amounts in thousands, except share data)



F.
Long-Term Debt
Our long-term debt consisted of the following:
 
April 4,
2015
 
December 31,
2014
Revolving credit facility
 
 
 
Swing-line borrowings
$
8,000

 
$
7,500

LIBOR borrowings
59,000

 
37,000

 
67,000

 
44,500

Senior unsecured notes
30,000

 
30,000

Term loans
11,653

 
15,087

 
108,653

 
89,587

Less current portion
5,346

 
8,281

 
$
103,307

 
$
81,306


Revolving Credit Facility and 5.09% Senior Unsecured Notes--We have a $175,000 revolving credit facility with a group of banks, which will expire in November 2018 and permits borrowings, as defined, up to $175,000, including a letter of credit sublimit of $100,000 and a swing-line commitment of $15,000. Under certain circumstances, the amount available under the revolving credit facility may be increased to $210,000.  The revolving credit facility contains certain affirmative and negative covenants customary for this type of facility and includes financial covenant ratios with respect to a maximum leverage ratio and a maximum balance sheet leverage ratio.

As of April 4, 2015, we had unused commitments under the facility approximating $48,664, with $126,336 committed, consisting of borrowings of $67,000 and issued letters of credit of $59,336. Borrowings outstanding bear interest, at Davey Tree’s option, of either (a) a base rate or (b) LIBOR plus a margin adjustment ranging from .75% to 1.50%--with the margin adjustments in both instances based on the Company's leverage ratio at the time of borrowing. The base rate is the greater of (i) the agent bank’s prime rate, (ii) LIBOR plus 1.5%, or (iii) the federal funds rate plus .5%. A commitment fee ranging from .10% to .25% is also required based on the average daily unborrowed commitment.

The $30,000 senior unsecured notes are due July 22, 2020 and were issued during July 2010 as 5.09% Senior Unsecured Notes, Series A (the "5.09% Senior Notes"), pursuant to a Master Note Purchase Agreement (the “Purchase Agreement”) between the Company and the purchasers of the 5.09% Senior Notes.  

The 5.09% Senior Notes are equal in right of payment with our revolving credit facility and all other senior unsecured obligations of the Company. Interest is payable semiannually and five equal, annual principal payments commence on July 22, 2016 (the sixth anniversary of issuance).  The Purchase Agreement contains customary events of default and covenants related to limitations on indebtedness and transactions with affiliates and the maintenance of certain financial ratios.



- 9 -


The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
April 4, 2015
(Amounts in thousands, except share data)



G.
Stock-Based Compensation
Our shareholders approved the 2014 Omnibus Stock Plan (the “2014 Stock Plan”) at our annual meeting of shareholders on May 20, 2014. The 2014 Stock Plan replaced the expired 2004 Omnibus Stock Plan (the “2004 plan”) previously approved by the shareholders in 2004. The 2014 Stock Plan is administered by the Compensation Committee of the Board of Directors and will remain in effect for ten years. All directors of the Company and employees of the Company and its subsidiaries are eligible to participate in the 2014 Stock Plan. The 2014 Stock Plan (similar to the 2004 plan) continues the maintenance of the Employee Stock Purchase Plan, as well as provisions for the grant of stock options and other stock-based incentives. The 2014 Stock Plan provides for the grant of five percent of the number of the Company’s common shares outstanding as of the first day of each fiscal year plus the number of common shares that were available for grant of awards, but not granted, in prior years. In no event, however, may the number of common shares available for the grant of awards in any fiscal year exceed ten percent of the common shares outstanding as of the first day of that fiscal year. Common shares subject to an award that is forfeited, terminated, or canceled without having been exercised are generally added back to the number of shares available for grant under the 2014 Stock Plan.

Stock-based compensation expense under all share-based payment plans -- our Employee Stock Purchase Plan, stock option plans, stock-settled stock appreciation rights and performance-based restricted stock units -- included in the results of operations follows:
 
 
Three months ended
 
April 4,
2015
 
March 29,
2014
Compensation expense, all share-based payment plans
$
498

 
$
420


Stock-based compensation consisted of the following:

Employee Stock Purchase Plan--Under the Employee Stock Purchase Plan, all full-time employees with one year of service are eligible to purchase, through payroll deduction, common shares. Employee purchases under the Employee Stock Purchase Plan are at 85% of the fair market value of the common shares--a 15% discount. We recognize compensation costs as payroll deductions are made. The 15% discount of total shares purchased under the plan resulted in compensation cost of $127 being recognized for the three months ended April 4, 2015 and $104 for the three months ended March 29, 2014.

Stock Option Plans--The stock options outstanding were awarded under a graded vesting schedule, measured at fair value, and have a term of ten years. Compensation costs for stock options are recognized over the requisite service period on the straight-line recognition method. Compensation cost recognized for stock options was $105 for the three months ended April 4, 2015 and $76 for the three months ended March 29, 2014.

Stock-Settled Stock Appreciation Rights--During the three months ended April 4, 2015, the Compensation Committee awarded 133,550 stock-settled stock appreciation rights (“SSARs”) to certain management employees and nonemployee directors, which vest ratably over five years. A SSAR is an award that allows the recipient to receive common stock equal to the appreciation in the fair market value of our common stock between the date the award was granted and the conversion date of the shares vested.





- 10 -


The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
April 4, 2015
(Amounts in thousands, except share data)



 G.
Stock-Based Compensation (continued)

The following table summarizes our SSARs as of April 4, 2015.
Stock-Settled
Stock Appreciation Rights
 
Number
of
Rights
 
Weighted-
Average
Award Date
Value
 
Weighted-
Average
Remaining
Contractual
Life
 
Unrecognized
Compensation
Cost
 
Aggregate
Intrinsic
Value
Unvested, January 1, 2015
 
303,271

 
$
3.84

 
 
 
 
 
 
Granted
 
133,550

 
5.78

 
 
 
 
 
 
Forfeited
 

 

 
 
 
 
 
 
Vested
 
(75,506
)
 
3.78

 
 
 
 
 
 
Unvested, April 4, 2015
 
361,315

 
$
4.57

 
3.3 years
 
$
1,523

 
$
10,876

 
 
 
 
 
 
 
 
 
 
 
Employee SSARs
 
344,338

 
$
4.67

 
3.4 years
 
$
1,500

 
$
10,365

Nonemployee Director SSARs
 
16,977

 
$
2.29

 
1.2 years
 
$
23

 
$
511

 
Compensation costs for stock appreciation rights are determined using a fair-value method and amortized over the requisite service period. Compensation expense for stock appreciation rights was $115 for the three months ended April 4, 2015 and $95 for the three months ended March 29, 2014.

Performance-Based Restricted Stock Units--During the three months ended April 4, 2015, the Compensation Committee awarded 36,172 performance-based restricted stock units to certain directors and management employees. The Compensation Committee made similar awards in prior periods. The awards vest over specified periods. The following table summarizes performance-based restricted stock units as of April 4, 2015.
Performance-Based
Restricted Stock Units
 
Number
of
Stock
Units
 
Weighted-
Average
Grant Date
Value
 
Weighted-
Average
Remaining
Contractual
Life
 
Unrecognized
Compensation
Cost
 
Aggregate
Intrinsic
Value
Unvested, January 1, 2015
 
117,709

 
$
21.14

 
 
 
 
 
 
Granted
 
36,172

 
29.08

 
 
 
 
 
 
Forfeited
 

 

 
 
 
 
 
 
Vested
 
(10,533
)
 
15.42

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unvested, April 4, 2015
 
143,348

 
$
23.56

 
3.2 years
 
$
2,357

 
$
4,315


Compensation cost for restricted stock awards is determined using a fair-value method and amortized on the straight-line recognition method over the requisite service period. Compensation expense on restricted stock awards totaled $151 for the three months ended April 4, 2015 and $145 for the three months ended March 29, 2014.

We estimated the fair value of each stock-based award on the date of grant using a binomial option-pricing model. The binomial model considers a range of assumptions related to volatility, risk-free interest rate and employee

- 11 -


The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
April 4, 2015
(Amounts in thousands, except share data)



G.
Stock-Based Compensation (continued)
exercise behavior. Expected volatilities utilized in the binomial model are based on historical volatility of our stock prices and other factors. Similarly, the dividend yield is based on historical experience and expected future changes. The binomial model also incorporates exercise and forfeiture assumptions based on an analysis of historical data. The expected life of the stock-based awards is derived from the output of the binomial model and represents the period of time that awards granted are expected to be outstanding.

The fair values of stock-based awards granted were estimated at the dates of grant with the following weighted-average assumption.
 
Three Months Ended
 
April 4,
2015
 
March 29,
2014
Volatility rate
10.9
%
 
11.2
%
Risk-free interest rate
2.0
%
 
2.7
%
Expected dividend yield
.7
%
 
1.5
%
Expected life of awards (years)
8.9

 
9.0



General Stock Option Information--The following table summarizes activity under the stock option plans for the three months ended April 4, 2015.
Stock Options
 
Number
of
Options
Outstanding
 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual
Life
 
Aggregate
Intrinsic
Value
Outstanding, January 1, 2015
 
770,131

 
$
19.33

 
 
 
 
Granted
 

 

 
 
 
 
Exercised
 
(16,834
)
 
12.40

 
 
 
 
Forfeited
 

 

 
 
 
 
Outstanding, April 4, 2015
 
753,297

 
$
19.48

 
6.1 years
 
$
8,000

 
 
 
 
 
 
 
 
 
Exercisable, April 4, 2015
 
372,017

 
$
14.80

 
3.7 years
 
$
5,691


As of April 4, 2015, there was approximately $1,404 of unrecognized compensation cost related to stock options outstanding. The cost is expected to be recognized over a weighted-average period of 3.3 years. “Intrinsic value” is defined as the amount by which the market price of a common share exceeds the exercise price of an option. 

Common shares are issued from treasury upon the exercise of stock options, stock-settled stock appreciation rights, restricted stock units or purchases under the Employee Stock Purchase Plan.



- 12 -


The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
April 4, 2015
(Amounts in thousands, except share data)



H.
Net Periodic Benefit Cost--Defined Benefit Pension Plans
The results of operations included the following net periodic benefit cost recognized related to our defined-benefit pension plans.
 
Three Months Ended
 
April 4,
2015
 
March 29,
2014
Components of pension cost
 
 
 
Service costs--increase in benefit obligation earned
$
21

 
$
13

Interest cost on projected benefit obligation
379

 
404

Expected return on plan assets
(405
)
 
(498
)
Amortization of net actuarial loss
387

 
177

Amortization of prior service cost
3

 
3

Net pension cost of defined benefit pension plans
$
385

 
$
99

 

I.
Income Taxes
Our income tax provision for interim periods is determined using an estimate of our annual effective tax rate adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate and, if our estimated annual tax rate changes, we make a cumulative adjustment. The 2015 annual effective tax rate is estimated to approximate 39%.  Our annual effective tax rate for 2014 was 39.5%.

At December 31, 2014, we had unrecognized tax benefits of $1,949, of which $1,512 would affect our effective rate if recognized, and accrued interest expense related to unrecognized benefits of $77. At April 4, 2015, there were no significant changes in the unrecognized tax benefits, including the amount that would affect our effective rate if recognized, or the accrued interest expense related to the unrecognized benefits. Unrecognized tax benefits are the differences between a tax position taken, or expected to be taken in a tax return, and the benefit recognized for financial reporting purposes.
 
The Company is routinely under audit by federal, state, local and Canadian authorities in the area of income tax. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. During the fourth quarter 2013, the U.S. Internal Revenue Service completed its audit of the Company's U.S. income tax returns for 2010 and 2011 and, during 2010, Canada Revenue Agency completed its audit of the Company's Canadian operations for 2006, 2007 and 2008. With the exception of U.S. state jurisdictions, the Company is no longer subject to examination by tax authorities for the years through 2010. As of April 4, 2015, we believe it is reasonably possible that the total amount of unrecognized tax benefits will not significantly increase or decrease.



- 13 -


The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
April 4, 2015
(Amounts in thousands, except share data)



J.
Accumulated Other Comprehensive Income (Loss)
Comprehensive income (or loss) is comprised of net income (or net loss) and other components, including currency translation adjustments and defined-benefit pension plan adjustments.

The following summarizes the components of other comprehensive income (loss) accumulated in shareholders’ equity: 
 
 
Foreign
Currency
Translation
Adjustments
 
Defined
Benefit
Pension
Plans
 
Accumulated
Other
Comprehensive
Income (Loss)
Balance at January 1, 2015
 
$
(1,151
)
 
$
(10,372
)
 
$
(11,523
)
Other comprehensive income (loss) before reclassifications
 
 
 
 
 
 
Unrealized losses
 
(2,183
)
 

 
(2,183
)
Amounts reclassified from accumulated other comprehensive income (loss)
 

 
390

 
390

Tax effect
 

 
(148
)
 
(148
)
Net of tax amount
 
(2,183
)
 
242

 
(1,941
)
Balance at April 4, 2015
 
$
(3,334
)
 
$
(10,130
)
 
$
(13,464
)

The change in defined benefit pension plans of $390 for the three months ended April 4, 2015 is included in net periodic pension expense and is classified in the condensed statement of operations as costs and expenses, general and administrative.



K.
Per Share Amounts and Common Shares Outstanding
We calculate our basic earnings per share by dividing net income or net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share are calculated in a similar manner, but include the effect of dilutive securities. To the extent these securities are antidilutive, they are excluded from the calculation of earnings per share. The per share amounts were computed as follows:










- 14 -


The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
April 4, 2015
(Amounts in thousands, except share data)



K.
Per Share Amounts and Common Shares Outstanding (continued)
 
Three Months Ended
 
April 4,
2015
 
March 29,
2014
Income available to common shareholders:
 
 
 
Net loss
$
(3,528
)
 
$
(4,011
)
 
 
 
 
Weighted-average shares:
 
 
 
Basic:
 
 
 
Outstanding
13,193

 
13,478

Partially-paid share subscriptions
118

 
128

Basic weighted-average shares
13,311

 
13,606

 
 
 
 
Diluted:
 
 
 
Basic from above
13,311

 
13,606

Incremental shares from assumed:
 
 
 
Exercise of stock subscription purchase rights
62

 
44

Exercise of stock options and awards
406

 
359

Diluted weighted-average shares
13,779

 
14,009

 
 
 
 
Net loss per share--basic and diluted
$
(.27
)
 
$
(.29
)
Common Shares Outstanding--A summary of the activity of the common shares outstanding for the three months ended April 4, 2015 follows:
 
Shares outstanding at January 1, 2015
13,164,933

Shares purchased
(102,057
)
Shares sold
127,270

Stock subscription offering -- cash purchases
3,477

Options and awards exercised
20,597

 
49,287

Shares outstanding at April 4, 2015
13,214,220








- 15 -


The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
April 4, 2015
(Amounts in thousands, except share data)



K.
Per Share Amounts and Common Shares Outstanding (continued)
On April 4, 2015, we had 13,214,220 common shares outstanding, employee and director options exercisable to purchase 372,017 common shares, partially-paid subscriptions for 474,259 common shares and purchase rights outstanding for 192,683 common shares.

Stock Subscription Offering--Beginning May 2012, the Company offered to eligible employees and nonemployee directors the right to subscribe to common shares of the Company at $19.70 per share in accordance with the provisions of The Davey Tree Expert Company 2004 Omnibus Stock Plan and the rules of the Compensation Committee of the Company's Board of Directors (collectively, the "plan"). The offering period ended on August 1, 2012 and resulted in the subscription of 637,714 common shares for $12,563 at $19.70 per share.

Under the plan, a participant in the offering purchasing common shares for an aggregate purchase price of less than $5 had to pay with cash. All participants (excluding Company directors and officers) purchasing $5 or more of the common shares had an option to finance their purchase through a down-payment of at least 10% of the total purchase price and a seven-year promissory note for the balance due with interest at 2%. Payments on the promissory note can be made either by payroll deductions or annual lump-sum payments of both principal and interest.

Common shares purchased under the plan have been pledged as security for the payment of the promissory note and the common shares will not be issued until the promissory note is paid-in-full. Dividends will be paid on all subscribed shares, subject to forfeiture to the extent that payment is not ultimately made for the shares.

All participants in the offering purchasing in excess of $5 of common shares were granted a "right" to purchase one additional common share at a price of $19.70 per share for every three common shares purchased under the plan. As a result of the stock subscription, employees were granted rights to purchase 211,800 common shares. 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.


L.
Operations by Business Segment
We provide a wide range of arboriculture, horticulture, environmental and consulting services to residential, utility, commercial and government entities throughout the United States and Canada. We have two reportable operating segments organized by type or class of customer: Residential and Commercial, and Utility.
Residential and Commercial--Residential and Commercial provides services to our residential and commercial customers including: the treatment, preservation, maintenance, removal and planting of trees, shrubs and other plant life; the practice of landscaping, grounds maintenance, tree surgery, tree feeding and tree spraying; the application of fertilizer, herbicides and insecticides; and, natural resource management and consulting, forestry research and development, and environmental planning.
Utility--Utility is principally engaged in providing services to our utility customers--investor-owned, municipal utilities, and rural electric cooperatives--including: the practice of line-clearing and vegetation management around power lines, rights-of-way and chemical brush control; and, natural resource management and consulting, forestry research and development, and environmental planning.


- 16 -


The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
April 4, 2015
(Amounts in thousands, except share data)



L.
Operations by Business Segment (continued)
All other operating activities, including research, technical support and laboratory diagnostic facilities, are included in “All Other.”
Measurement of Segment Profit and Loss and Segment Assets--We evaluate performance and allocate resources based primarily on operating income and also actively manage business unit operating assets. Segment information, including reconciling adjustments, is presented consistent with the basis described in our 2014 Annual Report.

Segment information reconciled to consolidated external reporting information follows:
 
Utility
 
Residential and
Commercial
 
All
Other
 
Reconciling
Adjustments
 
 
Consolidated
Three Months Ended April 4, 2015
 
 
 
 
 
 
 
 
 
 
Revenues
$
100,383

 
$
73,457

 
$
452

 
$

 
 
$
174,292

Income (loss) from operations
3,885

 
(3,889
)
 
(2,615
)
 
(1,366
)
(a)
 
(3,985
)
Interest expense
 
 
 
 
 
 
(790
)
 
 
(790
)
Interest income
 
 
 
 
 
 
63

 
 
63

Other income (expense), net
 
 
 
 
 
 
(827
)
 
 
(827
)
Loss before income taxes
 
 
 
 
 
 
 
 
 
$
(5,539
)
Segment assets, total
$
148,924

 
$
144,532

 
$

 
$
87,393

(b)
 
$
380,849

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 29, 2014
 
 
 
 
 
 
 
 
 
 
Revenues
$
89,292

 
$
67,807

 
$
288

 
$

 
 
$
157,387

Income (loss) from operations
2,785

 
(4,237
)
 
(2,516
)
 
(757
)
(a)
 
(4,725
)
Interest expense
 
 
 
 
 
 
(719
)
 
 
(719
)
Interest income
 
 
 
 
 
 
69

 
 
69

Other income (expense), net
 
 
 
 
 
 
(805
)
 
 
(805
)
Loss before income taxes
 
 
 
 
 
 
 
 
 
$
(6,180
)
Segment assets, total
$
140,643

 
$
130,437

 
$

 
$
70,126

(b)
 
$
341,206

 
Reconciling adjustments from segment reporting to consolidated external financial reporting include unallocated corporate items:

(a)
Reclassification of depreciation expense and allocation of corporate expenses.
(b)
Corporate assets include cash, prepaid expenses, corporate facilities, enterprise-wide information systems and other nonoperating assets. 


M.
Fair Value Measurements and Financial Instruments
Financial Accounting Standards Board Accounting Standard Codification 820, “Fair Value of Measurements and Disclosures (“Topic 820”)” defines fair value based on the price that would be received to sell an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are defined as buyers or sellers in the principal or most advantageous market for the asset or liability that are independent of the reporting entity, knowledgeable and able and willing to transact for the asset or liability.


- 17 -


The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
April 4, 2015
(Amounts in thousands, except share data)




M.
Fair Value Measurements and Financial Instruments (continued)
Valuation Hierarchy--Topic 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The hierarchy prioritizes the inputs into three broad levels:

Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
Level 2 inputs are observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data.
Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.


Our assets and liabilities measured at fair value on a recurring basis at April 4, 2015 were as follows:
 
 
 
 
Fair Value Measurements at
April 4, 2015 Using:
Assets and Liabilities Recorded at
Fair Value on a Recurring Basis
 
Total
Carrying
Value at
April 4, 2015
 
Quoted Prices
in
Active
Markets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
 
Assets invested for self-insurance, classified as other assets, noncurrent
 
$
15,174

 
$
15,174

 
$

 
$

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Deferred compensation
 
$
1,634

 
$

 
$
1,634

 
$

















- 18 -


The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
April 4, 2015
(Amounts in thousands, except share data)




M.
Fair Value Measurements and Financial Instruments (continued)
Our assets and liabilities measured at fair value on a recurring basis at December 31, 2014 were as follows:
 
 
 
 
Fair Value Measurements at
December 31, 2014 Using:
Assets and Liabilities Recorded at
Fair Value on a Recurring Basis
 
Total
Carrying
Value at
December 31,
2014
 
Quoted Prices
in
Active
Markets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
 
Assets invested for self-insurance, classified as other assets, noncurrent
 
$
13,684

 
$
13,684

 
$

 
$

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Deferred compensation
 
$
1,423

 
$

 
$
1,423

 
$


The assets invested for self-insurance are money market funds--classified as Level 1--based on quoted market prices of the identical underlying securities in active markets. The estimated fair value of the deferred compensation--classified as Level 2--is based on the value of the Company's common shares, determined by independent valuation.
Fair Value of Financial Instruments--The fair values of our current financial assets and current liabilities, including cash, accounts receivable, accounts payable, and accrued expenses among others, approximate their reported carrying values because of their short-term nature. Financial instruments classified as noncurrent liabilities and their carrying values and fair values were as follows:

 
 
April 4, 2015
 
December 31, 2014
 
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Revolving credit facility, noncurrent
 
$
67,000

 
$
67,000

 
$
44,500

 
$
44,500

Senior unsecured notes
 
30,000

 
30,920

 
30,000

 
30,688

Term loans, noncurrent
 
6,307

 
6,772

 
6,806

 
7,195

Total
 
$
103,307

 
$
104,692

 
$
81,306

 
$
82,383



The carrying value of our revolving credit facility approximates fair value--classified as Level 2--as the interest rates on the amounts outstanding are variable. The fair value of our senior unsecured notes and term loans--classified as Level 2--is determined based on expected future weighted-average interest rates with the same remaining maturities.

Market Risk--In the normal course of business, we are exposed to market risk related to changes in foreign currency exchange rates, changes in interest rates and changes in fuel prices. We do not hold or issue derivative financial instruments for trading or speculative purposes. In prior years, we have used derivative financial

- 19 -


The Davey Tree Expert Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
April 4, 2015
(Amounts in thousands, except share data)




M.
Fair Value Measurements and Financial Instruments (continued)
instruments to manage risk, in part, associated with changes in interest rates and changes in fuel prices. Presently, we are not engaged in any hedging or derivative activities.


N.
Contingencies
We are party to a number of lawsuits, threatened lawsuits and other claims arising out of the normal course of business.
     
With respect to all such matters, we record an accrual for a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In addition, narrative information is provided for matters as to which management believes a material loss is reasonably possible.
 
Management assesses all such matters, including the matter described below, based on current information and makes judgments concerning their potential outcome, giving due consideration to the nature of the claim, the amount and nature of damages sought and the probability of success.  Management's judgment is made subject to the known uncertainty of litigation and management's judgment as to estimates made may prove materially different from actual results.

California Fire Litigation: San Diego County--Davey Tree Surgery Company, a Davey subsidiary, and Davey Resource Group, a Davey division, along with the Company have previously been sued, together with a utility services customer, San Diego Gas & Electric ("SDG&E"), and its parent company, as defendants, and as cross-defendants in cross-complaints filed by SDG&E, in the Superior Court of the State of California in and for the County of San Diego, arising out of a wildfire in San Diego County that started on October 22, 2007, referred to as the Rice Canyon fire.

Numerous lawsuits related to the Rice Canyon fire were filed against SDG&E, its parent company, Sempra Energy, and Davey. The earliest of the lawsuits naming Davey was filed on April 18, 2008. The Court ordered that the lawsuits be organized into four groups based on type of plaintiff, namely insurance subrogation claimants, individual/business claimants, governmental claimants, and plaintiffs seeking class certification. Plaintiffs motions seeking class certification were denied and the orders denying class certification were affirmed on appeal. SDG&E filed cross-complaints against Davey for contractual indemnity, declaratory relief, and breach of contract.

During the third quarter 2012, Davey entered into a Settlement and Release Agreement (the “Agreement”) among Davey, SDG&E and Davey's insurers.

Under the Agreement (a) Davey paid SDG&E an amount previously expensed and accrued as self-insurance, (b) Davey's insurers paid SDG&E amounts under Davey's insurance policies in effect during the period of the Rice Canyon fire, and (c) SDG&E dismissed its cross-complaints against Davey and agreed to defend and hold harmless Davey from any and all claims that are currently asserted against Davey.

- 20 -


Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
(Amounts in thousands, except share data)

Management’s Discussion and Analysis of Financial Condition and Results of Operations is provided as a supplement to the accompanying condensed consolidated financial statements and notes to help provide an understanding of our financial condition, cash flows and results of operations.

We provide a wide range of arboriculture, horticultural, environmental and consulting services to residential, utility, commercial and government entities throughout the United States and Canada.

Our Business--Our operating results are reported in two segments: Residential and Commercial, and Utility. Residential and Commercial provides services to our residential and commercial customers including: the treatment, preservation, maintenance, removal and planting of trees, shrubs and other plant life; the practice of landscaping, grounds maintenance, tree surgery, tree feeding and tree spraying; the application of fertilizer, herbicides and insecticides; and, natural resource management and consulting, forestry research and development, and environmental planning. Utility is principally engaged in providing services to our utility customers--investor-owned, municipal utilities, and rural electric cooperatives--including: the practice of line-clearing and vegetation management around power lines, rights-of-way and chemical brush control; and, natural resource management and consulting, forestry research and development, and environmental planning. All other operating activities, including research, technical support and laboratory diagnostic facilities, are included in "All Other."

RESULTS OF OPERATIONS

The following table sets forth our consolidated results of operations as a percentage of revenues and the percentage change in dollar amounts of the results of operations for the periods presented.
 
Three Months Ended
 
April 4,
2015
 
March 29,
2014
 
Percentage
Change
Revenues
100.0
 %
 
100.0
 %
 
 %
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
Operating
68.8

 
69.4

 
(.6
)
Selling
18.7

 
18.5

 
.2

General and administrative
8.7

 
8.8

 
(.1
)
Depreciation and amortization
6.2

 
6.3

 
(.1
)
(Gain)/loss on sale of assets, net

 

 

 
 
 
 
 
 
Loss from operations
(2.3
)
 
(3.0
)
 
.7

 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
Interest expense
(.4
)
 
(.5
)
 
.1

Interest income

 

 

Other, net
(.5
)
 
(.4
)
 
(.1
)
 
 
 
 
 
 
Loss before income taxes
(3.2
)
 
(3.9
)
 
.7

 
 
 
 
 
 
Income tax benefits
(1.2
)
 
(1.4
)
 
.2

 
 
 
 
 
 
Net loss
(2.0
)%
 
(2.5
)%
 
.5
 %
 
 
 
 
 
 



- 21 -


First Quarter—Three Months Ended April 4, 2015 Compared to Three Months Ended March 29, 2014

Our results of operations for the three months ended April 4, 2015 compared to the three months ended March 29, 2014 follows:
 
Three Months Ended
 
April 4,
2015
 
March 29,
2014
 
Change
 
Percentage
Change
Revenues
$
174,292

 
$
157,387

 
$
16,905

 
10.7
 %
 
 
 
 
 
 
 
 
Costs and expenses:
 

 
 

 
 

 
 

Operating
119,858

 
109,231

 
10,627

 
9.7

Selling
32,656

 
29,059

 
3,597

 
12.4

General and administrative
15,132

 
13,899

 
1,233

 
8.9

Depreciation and amortization
10,661

 
9,900

 
761

 
7.7

(Gain)/loss on sale of assets, net
(30
)
 
23

 
(53
)
 
nm

 
178,277

 
162,112

 
16,165

 
10.0

 
 
 
 
 
 
 
 
Loss from operations
(3,985
)
 
(4,725
)
 
740

 
(15.7
)
Other income (expense):
 

 
 

 
 

 
 
Interest expense
(790
)
 
(719
)
 
(71
)
 
9.9

Interest income
63

 
69

 
(6
)
 
(8.7
)
Other, net
(827
)
 
(805
)
 
(22
)
 
2.7

Loss before income taxes
(5,539
)
 
(6,180
)
 
641

 
(10.4
)
 
 
 
 
 
 
 
 
Income tax benefits
(2,011
)
 
(2,169
)
 
158

 
(7.3
)
 
 
 
 
 
 
 
 
Net Loss
$
(3,528
)
 
$
(4,011
)
 
$
483

 
(12.0
)%
 
 
 
 
 
 
 
 
nm--not meaningful
 

 
 

 
 

 
 


Revenues--Revenues of $174,292 increased $16,905 compared with $157,387 in the first quarter 2014. Utility increased $11,091 or 12.4% compared with the first quarter 2014. Increased productivity, contract rate increases with multiple utility customers, new contracts obtained and additional work obtained on existing utility accounts accounted for the increase. Residential and Commercial increased $5,650 or 8.3% from the first quarter 2014. Increases in landscape services revenue, higher productivity, increased contract rates as well as additional revenue from the purchases of businesses account for the increase. Total revenues of $174,292 include production incentive revenue, recognized under the completed-performance method, of $1,155 during the first quarter 2015 compared with $2,647 during the first quarter 2014.

Operating Expenses--Operating expenses of $119,858 increased $10,627 compared with the first quarter 2014 but, as a percentage of revenues, decreased .6% to 68.8%. Utility increased $7,928 or 11.8% compared with the first quarter 2014 but, as a percentage of revenues, decreased .6% to 74.8%. Increases in expenses, necessary to support the increase in revenues, such as labor expense, repair and maintenance expense, material expense, crew meal expense, tools and parts expense and subcontractor expense were partially offset by a reduction in fuel expense. Residential and Commercial increased $2,451 or 5.9% compared with the first quarter 2014 but, as a percentage of revenues, decreased 1.3% to 59.8%. Increases in labor expense, equipment maintenance expense, material expense, tools and parts expense, disposal expense and subcontractor expense were partially offset by a reduction in fuel expense and crew expenses.

Fuel costs of $5,704 decreased $1,918, or 25.2%, from the $7,622 incurred in the first quarter 2014 and impacted operating expenses within all segments. The $1,918 decrease included price decreases approximating $2,149 and usage increases approximating $231.


- 22 -


Selling Expenses--Selling expenses of $32,656 increased $3,597 compared with the first quarter 2014 and as a percentage of revenues increased .2% to 18.7%. Utility increased $1,570 or 17.0% over the first quarter 2014 and as a percentage of revenues increased .5% to 10.8%. Increases in field management wages and incentive expense, communication expense, computer expense, employee development expense, travel and living expense and professional services expense were partially offset by a decrease in field management auto expense and relocation expense. Residential and Commercial experienced an increase of $2,189 or 10.7% over the first quarter 2014 and, as a percentage of revenues increased .7% to 30.8%. Increases in field management wages and incentive expense, office rent, travel and living expenses, communication expense, employee development expense and sales and marketing expense were partially offset by a decrease in field management auto expense, computer expense and professional services expense.

General and Administrative Expenses--General and administrative expenses of $15,132 increased $1,233 from $13,899 in the first quarter 2014. Increases in salary and incentive expense, stock compensation expense, pension expense, travel and living expense, computer expense and office supplies expense were partially offset by decreases in professional service expense, employee development expense, communication expense and auto expense.

Depreciation and Amortization Expense--Depreciation and amortization expense of $10,661 increased $761 from $9,900 in the first quarter of 2014.  The increase is attributable to higher capital expenditures related to increased business volume and purchases of businesses.

(Gain)/Loss on the Sale of Assets, Net--Gain on the sale of assets was $30 for the first quarter 2015 as compared with a loss of $23 in the first quarter 2014.  The increase is the result of an increase in the number of equipment units sold in the first quarter 2015 as compared with the first quarter 2014.

Interest Expense--Interest expense of $790 increased $71 from the $719 incurred in the first quarter 2014. The increase is attributable to higher-average debt levels necessary to fund operations and capital expenditures during the first quarter of 2015, as compared with the first quarter of 2014.

Other, Net--Other, net, of $827 increased $22 from the $805 incurred in the first quarter 2014 and consisted of nonoperating income and expense, including foreign currency gains/losses on the intercompany account balances of our Canadian operations.

Income Taxes--Income tax benefits for the first quarter 2015 was $2,011, as compared to $2,169 for the first quarter 2014. Our tax provision for interim periods is determined using an estimate of our annual effective tax rate adjusted for discrete items, if any, that are taken into account in the relevant period. The 2015 annual effective tax rate is estimated to approximate 38%. Our annual effective tax rate for 2014 was 39.5%.

Net Loss--Net loss of $3,528 for the first quarter 2015 was $483 less than the $4,011 experienced in the first quarter 2014.




- 23 -


LIQUIDITY AND CAPITAL RESOURCES
 
Our principal financial requirements are for capital spending, working capital and business acquisitions.

Cash Flow Summary

Our cash flows from operating, investing and financing activities for the three months ended April 4, 2015 and March 29, 2014 follow:
 
2015
 
2014
Cash provided by (used in):
 
 
 
Operating activities
$
7,856

 
$
(5,208
)
Investing activities
(28,929
)
 
(20,211
)
Financing activities
19,354

 
23,919

Decrease in cash
$
(1,719
)
 
$
(1,500
)

Cash Provided by Operating Activities--Cash provided by operating activities was $7,856 for the first three months of 2015, or $13,064 more than the $5,208 used in the first three months of 2014. The $13,064 increase in operating cash flow was primarily attributable to an increase of $761 in depreciation and amortization, $12,385 less cash used from operating assets and liabilities and a $483 decrease in net loss.

Overall, accounts receivable decreased $5,124 during the first three months of 2015, as compared to the decrease of $3,782 during the first three months of 2014. With respect to the change in accounts receivable arising from business levels, the “days-sales-outstanding” in accounts receivable (sometimes referred to as “DSO”) at the end of the first three months of 2015 decreased 3 days to 56 days, as compared to the end of the first three months of 2014. The DSO at March 29, 2014 was 59 days.

Operating liabilities decreased $5,880 in the first three months of 2015, or $5,992 less than the $11,872 decrease in the first three months of 2014. Accounts payable and accrued expenses decreased $7,555 during the first three months of 2015 as compared with a decrease of $14,806 for the first three months of 2014. Decreases in trade payables, 401KSOP liabilities, group insurance accruals and employee compensation accruals were partially offset by increases in advance payments from customers, compensated-absence accruals, stock purchase withholdings and employee savings withholdings. Self-insurance accruals increased $1,675 in the first three months of 2015, which was $1,259 less than the increase of $2,934 experienced in the first three months of 2014. The increase occurred in all classifications--workers’ compensation, general liability and vehicle liability--and resulted primarily from an overall increase in deductible amounts under commercial insurance and the self-insured risk retention.

The change in operating assets and liabilities other, net, decreased $2,310 for the first three months of 2015 as compared with an increase of $2,741 for the first three months of 2014, with the $5,051 net change related primarily to decreases in note receivable, operating supplies, tax deposits and prepaid expenses.

Cash Used In Investing Activities--Cash used in investing activities for the first three months of 2015 was $28,929, or $8,718 more than the $20,211 used during the first three months of 2014. Increases in equipment and land and building necessary to support business growth were partially offset by a reduction in the purchase of businesses.

Cash Provided By Financing Activities--Cash provided by financing activities of $19,354 decreased $4,565 during the first three months of 2015 as compared with $23,919 of cash provided during the first three months of 2014. During the first three months of 2015, our revolving credit facility provided $22,500 in cash as compared with the $25,700 provided during the first three months of 2014. We use the credit facility primarily for capital expenditures and payments of notes payable related to acquisitions. Payments on notes payable used $3,734 during the first three months of 2015, $714 more than the $3,020 used in the first three months of 2014. Treasury share transactions (purchases and sales) provided $1,273 for the first three months of 2015, or $599 less cash than

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the $1,872 provided in the first three months of 2014, and included $174 of cash received from our common share subscriptions. Dividends paid of $685 during the first three months of 2015 increased $52, as compared with $633 paid in the first three months of 2014.

Revolving Credit Facility and 5.09% Senior Unsecured Notes--We have a $175,000 revolving credit facility with a group of banks, which will expire in November 2018 and permits borrowings, as defined, up to $175,000, including a letter of credit sublimit of $100,000 and a swing-line commitment of $15,000. Under certain circumstances, the amount available under the revolving credit facility may be increased to $210,000.  The revolving credit facility contains certain affirmative and negative covenants customary for this type of facility and includes financial covenant ratios with respect to a maximum leverage ratio and a maximum balance sheet leverage ratio. As of April 4, 2015, we were in compliance with all of the financial covenants contained in our revolving credit facility.

As of April 4, 2015, we had unused commitments under the facility approximating $48,664, with $126,336 committed, consisting of borrowings of $67,000 and issued letters of credit of $59,336. Borrowings outstanding bear interest, at Davey Tree’s option, of either (a) a base rate or (b) LIBOR plus a margin adjustment ranging from .75% to 1.50%--with the margin adjustments in both instances based on the Company's leverage ratio at the time of borrowing. The base rate is the greater of (i) the agent bank’s prime rate, (ii) LIBOR plus 1.5%, or (iii) the federal funds rate plus .5%. A commitment fee ranging from .10% to .25% is also required based on the average daily unborrowed commitment.

During July 2010 we issued $30,000 of 5.09% Senior Unsecured Notes, Series A, due July 22, 2020 (the “5.09% Senior Notes”). The 5.09% Senior Notes were issued pursuant to a Master Note Purchase Agreement (the “Purchase Agreement”) between us and the purchasers of the 5.09% Senior Notes.

The 5.09% Senior Notes are equal in right of payment with our revolving credit facility and all of our other senior unsecured obligations. Interest is payable semiannually and five equal, annual principal payments commence on July 22, 2016 (the sixth anniversary of issuance). The Purchase Agreement contains customary events of default and covenants related to limitations on indebtedness and transactions with affiliates and the maintenance of certain financial ratios.

Off-Balance Sheet Arrangements

There are no “off-balance sheet arrangements” as that term is defined in Securities and Exchange Commission Regulation S-K, Item 303(a)(4)(ii).

Contractual Obligations Summary

The following summarizes our long-term contractual obligations, as of April 4, 2015, to make future payments for the periods indicated.
 
 
 
 
Nine
Months Ending
December 31,
2015
 
 
 
 
 
 
 
 
 
 
 
Year Ending December 31,
 
 
Description
 
Total
 
 
2016
 
2017
 
2018
 
2019
 
Thereafter
Revolving credit facility
 
$
67,000

 
$

 
$

 
$

 
$
67,000

 
$

 
$

Senior unsecured notes
 
30,000

 

 
6,000

 
6,000

 
6,000

 
6,000

 
6,000

Term loans
 
11,653

 
5,346

 
1,332

 
243

 
152

 
161

 
4,419

Operating lease obligations
 
15,778

 
4,360

 
4,470

 
2,918

 
1,764

 
868

 
1,398

Self-insurance accruals
 
60,568

 
16,464

 
13,716

 
8,627

 
4,747

 
2,299

 
14,715

Purchase obligations
 
10,803

 
10,803

 

 

 

 

 

Other liabilities
 
19,077

 
3,913

 
1,156

 
1,229

 
1,229

 
783

 
10,767

 
 
$
214,879

 
$
40,886

 
$
26,674

 
$
19,017

 
$
80,892

 
$
10,111

 
$
37,299

 

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The self-insurance accruals in the summary above reflect the total of the undiscounted amount accrued, for which amounts estimated to be due each year may differ from actual payments required to fund claims. Purchase obligations in the summary above represent open purchase-order amounts we anticipate will become payable for goods and services we have negotiated for delivery as of April 4, 2015. Other liabilities include estimates of future expected funding requirements related to retirement plans and other sundry items. Because their future cash outflows are uncertain, accrued income tax liabilities for uncertain tax positions, as of April 4, 2015, have not been included in the summary above. Noncurrent deferred taxes and payments related to defined benefit pension plans are also not included in the summary.

As of April 4, 2015, we were contingently liable for letters of credit in the amount of $61,340, of which $59,336 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 in our industry, we have performance obligations that are supported by surety bonds, which expire during 2015 through 2017. We intend to renew the surety 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 and amortization 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 other short-term lines of credit. We are continually reviewing our existing sources of financing and evaluating alternatives. At April 4, 2015, we had working capital of $68,251, short-term lines of credit approximating $7,193 and $48,664 available under our revolving credit facility.

We believe our sources of capital, at this time, provide us with the financial flexibility to meet our capital-spending plans and to continue to complete business acquisitions for at least the next twelve months and for the reasonably foreseeable future.


Recent Accounting Guidance

Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606)--In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers ("Topic 606"),” which will replace all current U.S. GAAP guidance on revenue recognition and eliminate all industry-specific guidance.

The new revenue recognition guidance provides a unified model to determine when and how revenue is recognized. The underlying principle is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration for which the entity expects in exchange for those goods and services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of the time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced information to be presented in the financial statements regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.

The new revenue recognition guidance will be effective for Davey Tree beginning January 1, 2017. However, the FASB, on April 1, 2015, voted to propose to defer the effective date by one year and that proposal is planned to be subject to a 30-day comment period. If the proposal is approved, early adoption would be permitted as of the original effective date. As proposed the guidance permits two implementation approaches: one, requiring

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retrospective application with restatement for each period presented or; two, as a cumulative-effect adjustment with disclosure of changes as compared with prior standards for each period presented. We are currently evaluating the methods of adoption as well as the impact that it may have, if any, on our consolidated financial statements. The new revenue guidance will supersede existing revenue guidance affecting our Company, and may also affect our business processes and our information technology systems. As a result, our evaluation of the effect of the new revenue guidance will extend over future periods.

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.

As discussed in our annual report on Form 10-K for the year ended December 31, 2014, we believe that our policies related to revenue recognition, the allowance for doubtful accounts and self-insurance accruals are our “critical accounting policies and estimates”--those most important to the financial presentations and those that require the most difficult, subjective or complex judgments.

On an ongoing basis, we evaluate our estimates and assumptions, including those related to accounts receivable, specifically those receivables under contractual arrangements primarily with Utility customers; allowance 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.


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, as amended. 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:

Our business, other than tree services to utility customers, is highly seasonal and weather dependent.
The effects of the uneven economic recovery and the continuing financial and credit uncertainties may adversely impact our customers’ spending and pricing for our services, and impede our collection of accounts receivable.
Significant customers, particularly utilities, may experience financial difficulties, resulting in payment delays or delinquencies.
The seasonal nature of our business and changes in general and local economic conditions, among other factors, may cause our quarterly results to fluctuate, and our prior performance is not necessarily indicative of future results.
The uncertainties in the credit and financial markets may limit our access to capital.

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Significant increases in fuel prices for extended periods of time will increase our operating expenses.
We have significant contracts with our utility, commercial and government customers that include liability risk exposure as part of those contracts. Consequently, we have substantial excess-umbrella liability insurance, and increases in the cost of obtaining adequate insurance, or the inadequacy of our self-insurance accruals or insurance coverages, could negatively impact our liquidity and financial condition.
Because no public market exists for our common shares, the ability of shareholders to sell their common shares is limited.
We are subject to intense competition.
Our failure to comply with environmental laws could result in significant liabilities, fines and/or penalties.
The impact of regulations initiated as a response to possible changing climate conditions could have a negative effect on our results of operations or our financial condition.
We may encounter difficulties obtaining surety bonds or letters of credit necessary to support our operations.
We are dependent, in part, on our reputation of quality, integrity and performance.  If our reputation is damaged, we may be adversely affected.
We may be unable to attract and retain a sufficient number of qualified employees for our field operations, and we may be unable to attract and retain qualified management personnel.
Our facilities could be damaged or our operations could be disrupted, or our customers or vendors may be adversely affected, by events such as natural disasters, pandemics, terrorist attacks or other external events.
A disruption in our information technology systems, including a disruption related to cybersecurity, could adversely affect our financial performance.
We are subject to third-party and governmental regulatory claims and litigation that may have an adverse effect on us.
We may misjudge a competitive bid and be contractually bound to an unprofitable contract.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this quarterly report on Form 10-Q to conform these statements to actual future results.

The factors described above, as well as other factors that may adversely impact our actual results, are discussed in "Part II - Item 1A. Risk Factors." of this quarterly report on Form 10-Q and in our annual report on Form 10-K for the year ended December 31, 2014 in “Part I - Item 1A. Risk Factors.”


Item 3.
Quantitative and Qualitative Disclosures about Market Risk.
 
During the quarter ended April 4, 2015, there have been no material changes in the market risk previously presented in our annual report on Form 10-K for the year ended December 31, 2014.


Item 4.
Controls and Procedures.

(a) Management’s Evaluation of Disclosure 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 (as defined in Rule 13a-15(e)

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under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this Report in ensuring that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(B) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended April 4, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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The Davey Tree Expert Company

Part II.
Other Information

Items 3, 4 and 5 are not applicable.


Item 1.
Legal Proceedings.

We are party to a number of lawsuits, threatened lawsuits and other claims arising out of the normal course of business.
     
With respect to all such matters, we record an accrual for a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In addition, narrative information is provided for matters as to which management believes a material loss is reasonably possible.
 
Management assesses all such matters, including the matter described below, based on current information and makes judgments concerning their potential outcome, giving due consideration to the nature of the claim, the amount and nature of damages sought and the probability of success.  Management's judgment is made subject to the known uncertainty of litigation and management's judgment as to estimates made may prove materially different from actual results.

California Fire Litigation: San Diego County--Davey Tree Surgery Company, a Davey subsidiary, and Davey Resource Group, a Davey division, along with the Company have previously been sued, together with a utility services customer, San Diego Gas & Electric ("SDG&E"), and its parent company, as defendants, and as cross-defendants in cross-complaints filed by SDG&E, in the Superior Court of the State of California in and for the County of San Diego, arising out of a wildfire in San Diego County that started on October 22, 2007, referred to as the Rice Canyon fire.

Numerous lawsuits related to the Rice Canyon fire were filed against SDG&E, its parent company, Sempra Energy, and Davey. The earliest of the lawsuits naming Davey was filed on April 18, 2008. The Court ordered that the lawsuits be organized into four groups based on type of plaintiff, namely insurance subrogation claimants, individual/business claimants, governmental claimants, and plaintiffs seeking class certification. Plaintiffs' motions seeking class certification were denied and the orders denying class certification were affirmed on appeal. SDG&E filed cross-complaints against Davey for contractual indemnity, declaratory relief, and breach of contract.

During the third quarter 2012, Davey entered into a Settlement and Release Agreement (the “Agreement”) among Davey, SDG&E and Davey's insurers.

Under the Agreement (a) Davey paid SDG&E an amount previously expensed and accrued as self-insurance, (b) Davey's insurers paid SDG&E amounts under Davey's insurance policies in effect during the period of the Rice Canyon fire, and (c) SDG&E dismissed its cross-complaints against Davey and agreed to defend and hold harmless Davey from any and all claims that are currently asserted against Davey.


Item 1A.
Risk Factors.

The factors described below represent the principal risks we face. Except as otherwise indicated, these factors may or may not occur and we are not in a position to express a view on the likelihood of any such factor occurring. Other factors may exist that we do not consider to be significant based on information that is currently available or that we are not currently able to anticipate.


- 30 -


Our business is highly seasonal and weather dependent.
Our business, other than tree services to utility customers, is highly seasonal and weather dependent, primarily due to fluctuations in horticultural services provided to Residential and Commercial customers. We have historically incurred losses in the first quarter, while revenue and operating income are generally highest in the second and third quarters of the calendar year. Inclement weather, such as uncharacteristically low or high (drought) temperatures, in the second and third quarters could dampen the demand for our horticultural services, resulting in reduced revenues that would have an adverse effect on our results of operations.

The effects of the uneven economic recovery and the continuing financial and credit uncertainties may adversely impact our customers’ future spending as well as pricing and payment for our services, thus negatively impacting our operations and growth.
While the economy has shown signs of improvement, sustainability of economic recovery remains uncertain. A slowing or stoppage in economic recovery may adversely impact the demand for our services and potentially result in depressed prices for our services and the delay or cancellation of projects. This makes it difficult to estimate our customers' requirements for our services and, therefore, adds uncertainty to customer demand. Increased uncertainty about the economy may cause a reduction in our customers' spending for our services and may also impact the ability of our customers to pay amounts owed, which could reduce our cash flow and adversely impact our debt or equity financing. These events could have a material adverse effect on our operations and our ability to grow at historical levels.

Financial difficulties or the bankruptcy of one or more of our major customers could adversely affect our results.
Our ability to collect our accounts receivable and future sales depends, in part, on the financial strength of our customers. We grant credit, generally without collateral, to our customers. Consequently, we are subject to credit risk related to changes in business and economic factors throughout the United States and Canada. In the event customers experience financial difficulty, and particularly if bankruptcy results, our profitability may be adversely impacted by our failure to collect our accounts receivable in excess of our estimated allowance for uncollectible accounts. Additionally, our future revenues could be reduced by the loss of a customer due to bankruptcy. Our failure to collect accounts receivable and/or the loss of one or more major customers could have an adverse effect on our net income and financial condition.

Our business is dependent upon service to our utility customers and we may be affected by developments in the utility industry.
We derive approximately 51% of our total revenues from our Utility segment, including approximately 8% of our total revenues from Pacific Gas & Electric Company. Significant adverse developments in the utility industry generally, or specifically for our major utility customers, could result in pressure to reduce costs by utility industry service providers (such as us), delays in payments of our accounts receivable, or increases in uncollectible accounts receivable, among other things. As a result, such developments could have an adverse effect on our results of operations.


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Our quarterly results may fluctuate.
We have experienced and expect to continue to experience quarterly variations in revenues and operating income as a result of many factors, including:
the seasonality of our business;
the timing and volume of customers' projects;
budgetary spending patterns of customers;
the commencement or termination of service agreements;
costs incurred to support growth internally or through acquisitions;
changes in our mix of customers, contracts and business activities;
fluctuations in insurance expense due to changes in claims experience and actuarial assumptions; and
general and local economic conditions.

Accordingly, our operating results in any particular quarter may not be indicative of the results that you can expect for any other quarter or for the entire year.

We may not have access to capital in the future due to continuing uncertainties in the financial and credit markets.
We may need new or additional financing in the future to conduct our operations, expand our business or refinance existing indebtedness. Future changes in the general economic conditions and/or financial markets in the United States or globally could affect adversely our ability to raise capital on favorable terms or at all. From time-to-time we have relied, and may also rely in the future, on access to financial markets as a source of liquidity for working capital requirements, acquisitions and general corporate purposes. Our access to funds under our revolving credit facility is dependent on the ability of the financial institutions that are parties to the facility to meet their funding commitments. Those financial institutions may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests within a short period of time. The continuation of economic disruptions and any resulting limitations on future funding, including any restrictions on access to funds under our revolving credit facility, could have a material adverse effect on us.

We are subject to the risk of increased fuel costs.
The cost of fuel is a major operating expense of our business. Significant increases in fuel prices for extended periods of time will increase our operating expenses. An increase in cost with partial or no corresponding compensation from customers leads to lower margins that would have an adverse effect on our results of operations.

We could be negatively impacted if our self-insurance accruals or our insurance coverages prove to be inadequate.
We are generally self-insured for losses and liabilities related to workers' compensation, vehicle liability and general liability claims (including any wildfire-suppression claims, up to certain retained coverage limits). A liability for unpaid claims and associated expenses, including incurred but not reported losses, is actuarially determined and reflected in our consolidated balance sheet as an accrued liability. The determination of such claims and expenses, and the extent of the need for accrued liabilities, are continually reviewed and updated. If we were to experience insurance claims or costs above our estimates and were unable to offset such increases with earnings, our business could be adversely affected. Also, where we self-insure, a deterioration in claims management, whether by our management or by a third-party claims administrator, could lead to delays in settling claims, thereby increasing claim costs, particularly as it relates to workers’ compensation. In addition, catastrophic uninsured claims filed against us or the inability of our insurance carriers to pay otherwise-insured claims would have an adverse effect on our financial condition.


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Furthermore, many customers, particularly utilities, prefer to do business with contractors with significant financial resources, who can provide substantial insurance coverage. Should we be unable to renew our excess liability insurance and other commercial insurance policies at competitive rates, this loss would have an adverse effect on our financial condition and results of operations.

The unavailability or cancellation of third-party insurance coverage may have a material adverse effect on our financial condition and results of operations as well as disrupt our operations.
Any of our existing excess insurance coverage may not be renewed upon the expiration of the coverage period or future coverage may not be available at competitive rates for the required limits. In addition, our third-party insurers could fail, suddenly cancel our coverage or otherwise be unable to provide us with adequate insurance coverage. If any of these events occur, they may have a material adverse effect on our financial condition and results of operations as well as disrupt our operations. For example, we have operations in California, which has an environment prone to wildfires. Should our third-party insurers determine to exclude coverage for wildfires in the future, we could be exposed to significant liabilities, having a material adverse effect on our financial condition and results of operations and potentially disrupting our California operations.

Because no public market exists for our common shares, your ability to sell your common shares may be limited.
Our common shares are not traded on any national exchange, market system or over-the-counter bulletin board. Because no public market exists for our common shares, your ability to sell these shares is limited.

We are subject to intense competition.

We believe that each aspect of our business is highly competitive. Principal methods of competition in our operating segments are customer service, marketing, image, performance and reputation. Pricing is not always a critical factor in a customer’s decision with respect to Residential and Commercial; however, pricing is generally the principal method of competition for Utility, although in most instances consideration is given to reputation and past production performance. On a national level, our competition is primarily landscape construction and maintenance companies as well as residential and commercial lawn care companies. At a local and regional level, our competition comes mainly from small, local companies which are engaged primarily in tree care and lawn services. Our Utility segment competes principally with one major national competitor, as well as several smaller regional firms. Furthermore, competitors may have lower costs because privately-owned companies operating in a limited geographic area may have significantly lower labor and overhead costs. Our competitors may develop the expertise, experience and resources to provide services that are superior in both price and quality to our services. These strong competitive pressures could inhibit our success in bidding for profitable business and may have a material adverse effect on our business, financial condition and results of operations.

Our failure to comply with environmental laws could result in significant liabilities.
Our facilities and operations are subject to governmental regulations designed to protect the environment, particularly with respect to our services regarding insect and tree, shrub and lawn disease management, because these services involve to a considerable degree the blending and application of spray materials, which require formal licensing in most areas. Continual changes in environmental laws, regulations and licensing requirements, environmental conditions, environmental awareness, technology and social attitudes make it necessary for us to maintain a high degree of awareness of the impact such changes have on our compliance programs and the market for our services. We are subject to existing federal, state and local laws, regulations and licensing requirements regulating the use of materials in our spraying operations as well as certain other aspects of our business. If we fail to comply with such laws, regulations or licensing requirements, we may become subject to significant liabilities, fines and/or penalties, which could adversely affect our financial condition and results of operations.


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We cannot predict the impact that the debate on changing climate conditions, including legal, regulatory and social responses thereto, may have on our business.
Many scientists, environmentalists, international organizations, political activists, regulators and other commentators believe that global climate change has added, and will continue to add, to the unpredictability, frequency and severity of natural disasters in certain parts of the world. In response, a number of legal and regulatory measures and social initiatives have been introduced in an effort to reduce greenhouse gas and other carbon emissions that these parties believe may be contributors to global climate change. These proposals, if enacted, could result in a variety of regulatory programs, including potential new regulations, additional charges and taxes to fund energy efficiency activities, or other regulatory actions. Any of these actions could result in increased costs associated with our operations and impact the prices we charge our customers.

We cannot predict the impact, if any, that changing climate conditions will have on us or our customers. However, it is possible that the legal, regulatory and social responses to real or imagined climate change could have a negative effect on our results of operations or our financial condition.

We may be adversely affected if we are unable to obtain necessary surety bonds or letters of credit.
Surety market conditions are currently difficult as a result of significant losses incurred by many sureties in recent years, both in the construction industry as well as in certain larger corporate bankruptcies. As a result, less bonding capacity is available in the market and terms have become more expensive and restrictive. Further, under standard terms in the surety market, sureties issue or continue bonds on a project-by-project basis and can decline to issue bonds at any time or require the posting of collateral as a condition to issuing or renewing any bonds. If surety providers were to limit or eliminate our access to bonding, we would need to post other forms of collateral for project performance, such as letters of credit or cash. We may be unable to secure sufficient letters of credit on acceptable terms, or at all. Accordingly, if we were to experience an interruption or reduction in the availability of bonding capacity, our liquidity may be adversely affected.

We may be adversely affected if our reputation is damaged.
We are dependent, in part, upon our reputation of quality, integrity and performance. If our reputation were damaged in some way, it may impact our ability to grow or maintain our business.

We may be unable to employ a sufficient workforce for our field operations.
Our industry operates in an environment that requires heavy manual labor. We may experience slower growth in the labor force for this type of work than in the past. As a result, we may experience labor shortages or the need to pay more to attract and retain qualified employees.

We may be unable to attract and retain skilled management.
Our success depends, in part, on our ability to attract and retain key managers. Competition for the best people can be intense and we may not be able to promote, hire or retain skilled managers. The loss of services of one or more of our key managers could have a material adverse impact on our business because of the loss of the manager's skills, knowledge of our industry and years of industry experience, and the difficulty of promptly finding qualified replacement personnel.

Natural disasters, pandemics, terrorist attacks and other external events could adversely affect our business.
Natural disasters, pandemics, terrorist attacks and other adverse external events could materially damage our facilities or disrupt our operations, or damage the facilities or disrupt the operations of our customers or vendors. The occurrence of any such event could adversely affect our business, financial condition and results of operations.


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A disruption in our information technology systems, including a disruption related to cybersecurity, could adversely affect our financial performance.
We rely on the accuracy, capacity and security of our information technology systems. Despite the security measures that we have implemented, including those measures related to cybersecurity, our systems could be breached or damaged by computer viruses, natural or man-made incidents or disasters or unauthorized physical or electronic access. A breach could result in business disruption, theft of our intellectual property, trade secrets or customer information and unauthorized access to personnel information. To the extent that our business is interrupted or data is lost, destroyed or inappropriately used or disclosed, such disruptions could adversely affect our competitive position, reputation, relationships with our customers, financial condition, operating results and cash flows. In addition, we may be required to incur significant costs to protect against the damage caused by these disruptions or security breaches in the future.

We are subject to third-party and governmental regulatory claims and litigation.
From time-to-time, customers, vendors, employees, governmental regulatory authorities and others may make claims and take legal action against us. Whether these claims and legal actions are founded or unfounded, if such claims and legal actions are not resolved in our favor, they may result in significant financial liability. Any such financial liability could have a material adverse effect on our financial condition and results of operations. Any such claims and legal actions may also require significant management attention and may detract from management's focus on our operations.

We may be adversely affected if we enter into a major unprofitable contract.
Our Residential and Commercial segment and our Utility segment frequently operate in a competitive bid contract environment. As a result, we may misjudge a bid and be contractually bound to an unprofitable contract, which could adversely affect our results of operations.


Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.

The following table provides information on purchases of our common shares outstanding made by us during the first three months of 2015.
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 2015
 
 
 
 
 
 
 
 
January 1 to January 31
 
378

 
$
27.80

 
n/a
 
n/a
February 1 to February 28
 
4,174

 
27.80

 
n/a
 
n/a
March 1 to April 4
 
97,505

 
30.10

 
n/a
 
n/a
Total First Quarter
 
102,057

 
30.00

 
 
 
 
 
 
 
 
 
 
 
 
 
Total Year-to-Date
 
102,057

 
$
30.00

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


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Our common shares are not listed or traded on an established public trading market and market prices are, therefore, not available. Semiannually, for purposes of the Davey 401KSOP and ESOP, the fair market value of our common shares is determined by an independent stock valuation firm, based upon our performance and financial condition, using a peer group of comparable companies selected by that firm. The peer group currently consists of: ABM Industries Incorporated; Comfort Systems USA, Inc.; Dycom Industries, Inc.; FirstService Corporation; MYR Group, Inc.; Quanta Services, Inc.; Rollins, Inc.; and Scotts Miracle-Gro Company. The semiannual valuations are effective for a period of six months and the per-share price established by those valuations is the price at which our Board of Directors has determined our common shares will be bought and sold during that six-month period in transactions involving Davey Tree or one of its employee benefit or stock purchase plans. Since 1979, we have provided a ready market for all shareholders through our direct purchase of their common shares, although we are under no obligation to do so. The purchases described above were added to our treasury stock.

Item 6.
Exhibits.

See Exhibit Index page below.

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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/ Joseph R. Paul
 
Date:
May 5, 2015
 
Joseph R. Paul
 
 
 
 
Chief Financial Officer and Secretary
 
 
 
 
(Principal Financial Officer)
 
 
 
 
 
 
Date:
May 5, 2015
By:
/s/ Nicholas R. Sucic
 
 
 
 
Nicholas R. Sucic
 
 
 
 
Vice President and Controller
 
 
 
 
(Principal Accounting Officer)
 


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Exhibit Index

Exhibit No.
Description
 
 
 
 
 
 
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
 
 
 
 
101
The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended April 4, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets (unaudited), (ii) the Condensed Consolidated Statements of Operations (unaudited), (iii) the Condensed Consolidated Statements of Comprehensive Income (unaudited), (iv) the Condensed Consolidated Statement of Cash Flows (unaudited), and (v) Notes to Condensed Consolidated Financial Statements (unaudited).
 
Filed Herewith
 
 
 
 



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