Item 1. Business.
General
The Davey Tree Expert Company, which was founded in 1880 and incorporated in 1909, and its subsidiaries ("we" or "us") have two primary operating segments that provide a variety of horticultural services to our customers throughout the United States and Canada.
Our Residential and Commercial Services segment provides for the treatment, preservation, maintenance, cultivation, planting and removal of trees, shrubs and other plant life. Its services also include landscaping, tree surgery, tree feeding, and tree spraying, as well as the application of fertilizers, herbicides and insecticides.
Our Utility Services segment is principally engaged in line clearing for public utilities, including the clearing of tree growth from power lines, clearance of rights-of-way and chemical brush control.
We also provide other services related to natural resource management and consulting, urban and utility forestry research and development and environmental planning. We also maintain research, technical support and laboratory diagnostic facilities.
Competition and Customers
Our Residential and Commercial Services group is one of the largest national tree care organizations, and competes with other national and local firms with respect to its services. 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 Services group is the second largest organization in the industry, and competes principally with one major national competitor, as well as several smaller regional firms.
Principal methods of competition in both operating segments are customer service, marketing, image, performance and reputation. Our program to meet our competition stresses the necessity for our employees to have and project to customers a thorough knowledge of all horticultural services provided, and utilization of modern, well-maintained equipment. Pricing is not always a critical factor in a customer's decision with respect to Residential and Commercial Services; however, pricing is generally the principal method of competition for our Utility Services, although in most instances consideration is given to reputation and past production performance.
We provide a wide range of horticultural services to private companies, public utilities, local, state and federal agencies, and a variety of industrial, commercial and residential customers. During 2010, we had revenues of approximately $65.2 million, or approximately 11% of total revenues, from Pacific Gas & Electric Company (“PG&E”), one of our largest customers.
Regulation and Environment
Our facilities and operations, in common with those of the industry generally, are subject to governmental regulations designed to protect the environment. This is particularly important with respect to our services regarding insect and disease control, because these services involve to a considerable degree the blending and application of spray materials, which require formal licensing in most areas. Constant changes in 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 the market for our services. We believe that we comply in all material respects with existing federal, state and local laws regulating the use of materials in our spraying operations as well as the other aspects of our business that are subject to any such regulation.
Marketing
We solicit business from residential customers principally through referrals, direct mail programs and to a lesser extent through the placement of advertisements in national magazines and trade journals, local newspapers and "yellow pages" telephone directories. Business from utility and commercial customers is obtained principally through negotiated contracts and competitive bidding. We carry out all of our sales and services through our employees. We generally do not use agents, and do not franchise our name or business.
Table of Conents
Seasonality
Our business is seasonal, primarily due to fluctuations in horticultural services provided to Residential and Commercial customers and to a lesser extent by budget constraints imposed on our Utility customers. Because of this seasonality, we have historically incurred losses in the first quarter, while sales and earnings are generally highest in the second and third quarters of the calendar year. Consequently, this has created heavy demands for additional working capital at various times throughout the year. We borrow primarily against bank commitments in the form of a revolving credit facility to provide the necessary funds for our operations. You can find more information about our bank commitments in “Liquidity and Capital Resources” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 16-27 of this report.
Other Factors
Due to rapid changes in equipment technology and intensity of use, we must constantly update our equipment and processes to ensure that we provide competitive services to our customers and continue our compliance with the Occupational Safety and Health Act.
We own several trademarks including "Davey," "Davey and design," "Arbor Green Pro," "Arbor Green," "Davey Tree and design," "Davey Expert Co. and design" and "Davey and design (Canada)." Through substantial advertising and use, we believe that these trademarks have become of value in the identification and acceptance of our products and services.
Employees
We employed approximately 6,800 employees at December 31, 2010. However, employment levels fluctuate due to seasonal factors affecting our business. We consider our employee relations to be good.
Domestic and Foreign Operations
We sell our services to customers in the United States and Canada.
We do not consider the risks attendant to our business with foreign customers, other than currency exchange risks, to be materially different from those attendant to our business with domestic customers.
Financial Information About Segments and Geographic Areas
Certain financial information regarding our operations by segment and geographic area is contained in Note R to our consolidated financial statements, which are included in Part II, Item 8 of this report.
Access to Company Information
Davey Tree’s internet address is http://www.davey.com. Through our internet website, by hyperlink to the Securities and Exchange Commission (“SEC”) website (http://www.sec.gov), we make available, free of charge, our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports. Availability of the reports occurs contemporaneously with the electronic posting to the SEC’s website as the reports are electronically filed with or furnished to the SEC.
The following documents are also made available on our website and a copy will be mailed, without charge, upon request to our Corporate Secretary:
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Code of Ethics
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Code of Ethics for Financial Matters
Item 1A.
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.
Table of Conents
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 recent economic downturn 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.
The rate at which the economy will recover and the length of time that the economy will remain slow continues to be uncertain. Slow economic activity 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 the determination of our backlog. A reduction in cash flow and the lack of availability of debt or equity financing may result in a reduction in our customers’ spending for our services and may also impact the ability of our customers to pay amounts owed to us, which 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 Services segment, including approximately 11% of our total revenues from PG&E. 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.
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:
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the seasonality of our business;
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the timing and volume of customers' projects;
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budgetary spending patterns of customers;
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the commencement or termination of service agreements;
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costs incurred to support growth internally or through acquisitions;
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changes in our mix of customers, contracts and business activities;
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fluctuations in insurance expense due to changes in claims experience and actuarial assumptions; and
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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.
Table of Conents
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. Continued weakness 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 California fire-suppression claims). 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.
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.
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 both 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 Services; however, pricing is generally the principal method of competition for our Utility Services, 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 Services group 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. We cannot be certain that our competitors will not 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.
Table of Conents
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 disease control, 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 believe that we comply in all material respects with existing federal, state and local laws, regulations and licensing requirements regulating the use of materials in our spraying operations as well as the other aspects of our business that are subject to any such regulation. However, 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.
We cannot predict the impact that the debate on changing climate conditions, including legal, regulatory and social responses thereto, may have on our business.
Various 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 that changing climate conditions, if any, 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.
Table of Conents
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.
We are subject to claims and litigation.
From time-to-time, customers, vendors or employees 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 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 Services and our Utility Services segments 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 1B.
Item 1B. Unresolved SEC Staff Comments.
There are no unresolved comments from the Staff of the Securities and Exchange Commission.
Item 2.
Item 2. Properties.
Our corporate headquarters campus is located in Kent, Ohio which, along with several other properties in the surrounding area, includes the Davey Institute's research, technical support and laboratory diagnostic facilities.
We conduct administrative functions through our headquarters and our offices in Livermore, California (Utility Services). Our Canadian operations’ administrative functions are conducted through properties located in the provinces of Ontario and British Columbia. We believe our properties are well maintained, in good condition and suitable for our present operations. A summary of our properties follows:
We also rent approximately 119 properties in 30 states and three provinces.
None of our owned or rented properties used by our business segments is individually material to our operations.
Item 3.
Item 3. Legal Proceedings.
We are a party to routine litigation incidental to our business. We do not believe that this litigation, individually or in the aggregate, will have a material effect on our business, financial condition or results of operations.
Item 4.
Item 4. (Removed and Reserved).
Pursuant to Instruction G of Form 10-K the following is included as an unnumbered item to PART I.
Table of Conents
Executive Officers of the Company.
Our executive officers and their present positions and ages as of March 2, 2011 follow:
Name
Position
Age
Karl J. Warnke
Chairman, President and Chief Executive Officer
David E. Adante
Executive Vice President, Chief Financial Officer and Secretary
Howard D. Bowles
Senior Vice President and General Manager, Davey Tree Surgery Company
Marjorie L. Conner, Esquire
Assistant Secretary and Counsel
Patrick M. Covey
Executive Vice President, Operations
George M. Gaumer
Vice President and General Manager, Commercial Landscape Services
Fred W. Johnson
Vice President, Operations Support Services
Steven A. Marshall
Executive Vice President, Operations
Gordon L. Ober
Vice President, Personnel Recruiting and Development
Joseph R. Paul, CPA
Treasurer
Richard A. Ramsey
Vice President and General Manager, Canadian Operations
Thea R. Sears, CPA
Assistant Controller
James F. Stief
Vice President and General Manager, Residential/Commercial Services
Nicholas R. Sucic, CPA
Vice President and Controller
Mr. Warnke was elected Chairman of the Board, effective May 20, 2009, and continues to serve as President and Chief Executive Officer, having been appointed in January 2007. He was President and Chief Operating Officer from 1999 through December 31, 2006. Prior to that time, he served as Executive Vice President and General Manager - Utility Services, having been appointed in January 1993. Previously, having joined Davey Tree in 1980, Mr. Warnke performed all aspects of tree services and also held various managerial positions, including Operations Manager, Operations Support Services, Equipment and Safety functions and Operations Vice President.
Mr. Adante was elected Executive Vice President, Chief Financial Officer and Secretary in May 1993.
Mr. Bowles was elected Senior Vice President and General Manager of Davey Tree Surgery Company in January 2000. Prior to that time, he served as Vice President and General Manager of Davey Tree Surgery Company.
Ms. Conner was elected Assistant Secretary and Counsel in May 1998. Prior to that time, she served as Manager of Legal and Treasury Services.
Mr. Covey was elected Executive Vice President, Operations, effective January 1, 2007, and served as Vice President and General Manager of the Davey Resource Group, having been appointed in March 2005. Prior to that time, Mr. Covey was Vice President, Southern Operations, Utility Services, having been appointed in January 2003. Previously, having joined Davey Tree in August 1991, Mr. Covey held various managerial positions, including Manager of Systems and Process Management and Administrative Manager, Utility Services.
Mr. Gaumer was elected Vice President and General Manager of Commercial Landscape Services in March 2005. Prior to that time, he served as Vice President of Commercial Grounds Management, having been appointed in 2001.
Mr. Johnson was elected Vice President, Operations Support Services, a corporate vice-president, in January 2003. From 1999 to January 2003, he served as Vice President of Operations Support Services. Prior to joining us, Mr. Johnson served in various capacities, including director of operations and director of sales, at Lesco, Inc., a specialty provider of products for the professional turf care and green industry markets, from 1986 to 1999. Prior to joining Lesco, Mr. Johnson held various management positions at TruGreen/ChemLawn, a provider of lawn care, tree and shrub services and a segment of The ServiceMaster Company, from 1979 to 1986.
Table of Conents
Mr. Marshall was elected Executive Vice President, Operations, effective January 1, 2007, and served as Vice President and General Manager of Eastern Utility Services, having been appointed in January 2003. Prior to that time, he served as Vice President, Southern Operations, Utility Services, having been appointed in January 1997. Previously, having joined Davey Tree in 1977, Mr. Marshall held various managerial positions, including Operations Manager, Regional Manager and District Manager.
Mr. Ober was elected Vice President, Personnel Recruiting and Development in February 2000. Prior to that time, he served as Vice President - New Ventures.
Mr. Paul was elected Treasurer in December 2005 when he joined Davey Tree. He is a certified public accountant. Prior to joining us, Mr. Paul served as corporate controller for AccessPoint Openings, LLC, a holding company of distribution and manufacturing companies in the building products industry, having been associated with that firm since 1998. Mr. Paul served in various capacities including director of business expansion and integration at Applied Industrial Technologies, an industrial distributor, from 1993 to 1998. Prior to joining Applied Industrial Technologies, Mr. Paul was an audit manager with Deloitte & Touche, having been associated with that firm since 1986.
Mr. Ramsey was elected Vice President and General Manager, Canadian Operations in January 2000. Prior to that time, he served as Vice President and General Manager, Commercial Services.
Ms. Sears was elected Assistant Controller in May 2010, and served as Manager of Financial Accounting having been appointed in April 1998. Prior to that time she served as Supervisor of Financial Accounting, having been appointed in September 1995. During her 18-year tenure with Davey Tree, Ms. Sears’ responsibilities have included a variety of roles in financial reporting, managerial reporting and operations accounting. She is a certified public accountant.
Mr. Stief was elected Vice President and General Manager, Residential/Commercial Services in January 2010 and served as Vice President and General Manager - South, West and Central Residential/Commercial Operations, having been appointed in January 2007. Prior to that time Mr. Stief served as Vice President South, West and Central Residential/Commercial Operations, having been appointed in January 1997. Previously, having joined Davey Tree in 1978, Mr. Stief held various managerial positions, including Operations Manager and District Manager.
Mr. Sucic was elected Vice President and Controller, effective January 1, 2007, and served as Corporate Controller and Chief Accounting Officer since having joined Davey Tree in November 2001. He is a certified public accountant. Prior to joining us, Mr. Sucic served as chief financial officer of Vesper Corporation, a manufacturer of products for industry, from 2000 to 2001; of Advanced Lighting Technologies, Inc., a designer, manufacturer and marketer of metal halide lighting products, from 1996 to 2000; and of various asset management units at The Prudential Investment Corporation, from 1989 to 1996. Prior to joining Prudential, Mr. Sucic was a partner with Ernst & Young LLP, having been associated with that firm since 1970.
Our officers serve from the date of their election to the next organizational meeting of the Board of Directors and until their respective successors are elected.
PART II
Item 5.
Item 5. Market for Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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 are added to our treasury stock.
Record Holders and Common Shares
On March 4, 2011 we had 3,124 record holders of our common shares.
Table of Conents
On March 4, 2011 we had 14,114,470 common shares outstanding and options exercisable to purchase 944,906 common shares.
During the second quarter 2010, the promissory notes related to the common share subscription offering completed in August 2002, were paid-in-full for stock subscription financing payments made by biweekly payroll deduction. All other promissory notes related to the common share offering completed in August 2002 whereby some employees opted to finance their subscription with a down-payment of at least 10% of their total purchase price and a seven-year promissory note for the balance due, with interest at 4.75% per year have been paid or, in a few instances, canceled. The promissory notes outstanding were collateralized with the common shares subscribed and the common shares were only issued when the related promissory note was paid-in-full. Dividends were paid on all unissued subscribed shares.
Dividends
The following table sets forth, for the periods indicated, the dividends declared per common share (in cents):
We presently expect to pay comparable cash dividends in 2011.
Recent Sale of Unregistered Securities
None.
Table of Conents
Purchases of Equity Securities
The following table provides information on purchases made by the Company of our common shares during the fiscal year ended December 31, 2010:
Table of Conents
Stock Performance Graph
Comparison of five-year cumulative return among The Davey Tree Expert Company, S&P 500 Stock Index and Selected Peer Group Companies Index
The following Performance Graph compares cumulative total shareholder returns for The Davey Tree Expert Company common shares during the last five years to the Standard & Poor’s 500 Stock Index and to an index of selected peer group companies. The peer group, which is the same group used by Davey’s independent stock valuation firm, 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. Each of the three measures of cumulative total return assumes reinvestment of dividends.
The Performance Graph and related information above shall not be deemed “soliciting material” or be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.
Table of Conents
Item 6.
Item 6. Selected Financial Data for the Past Five Years.
Table of Conents
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
(Amounts in thousands, except share data)
Management’s Discussion and Analysis of Results of Operations and Financial Condition (“MD&A”) is provided as a supplement to the accompanying consolidated financial statements and notes to help provide an understanding of our financial condition, cash flows and results of operations. MD&A is organized as follows:
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Overview of 2010 Results;
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Results of Operations, including fiscal 2010 compared to fiscal 2009, fiscal 2009 compared to fiscal 2008, and Canadian dollar translation adjustments and rate-change effects, and other matters;
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Liquidity and Capital Resources, including cash flow summary, off-balance sheet arrangements, and capital resources;
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Recent Accounting Guidance;
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Critical Accounting Policies and Estimates; and
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Market Risk Information, including interest rate risk and foreign currency rate risk.
OVERVIEW OF 2010 RESULTS
General
We provide a wide range of horticultural services to residential, commercial, utility and institutional customers throughout the United States and Canada.
Table of Conents
Our Business--Our operating results are reported in two segments: Residential and Commercial Services, and Utility Services for operations in the United States and Canada. Residential and Commercial Services includes the treatment, preservation, maintenance, cultivation, planting and removal of trees, shrubs and other plant life; its services also include landscaping, tree surgery, tree feeding, and tree spraying, as well as the application of fertilizer, herbicides and insecticides. Utility Services includes line clearing for investor-owned and municipal utilities, including the clearing of tree growth from power lines, clearance of rights-of-way and chemical brush control.
Davey Resource Group, which provides services related to natural resource management and consulting, forestry research and development, and environmental planning and also maintains research, technical support and laboratory diagnostic facilities, is a nonreportable segment and, along with other operating activities, is 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:
Revenues of $591,732 were 5.3% higher than last year’s revenues of $562,111. Utility Services revenues increased 2.8% and Residential and Commercial Services increased 9.6%.
Overall, income from operations of $29,612 increased 6.5% from the $27,811 experienced in the prior year. Income from operations was $14,851 in Utility Services (a 17.5% decrease as compared with 2009) and $17,776 for Residential and Commercial Services (a 78.3% increase as compared with 2009).
Net income of $14,053 was $324, or 2.3%, lower than the $14,377 earned in 2009. The decrease in net income was due to a higher effective tax rate in 2010.
Operating activities in 2010 provided cash of $49,275 as compared to $53,538 provided in 2009. The $4,263 net decrease was primarily attributable to (i) a decrease in net income of $324, (ii) a decrease of $636 in depreciation and amortization expense, and (iii) cash used of $5,062 from changes in other operating assets and liabilities.
Investing activities used $39,304 in cash, or $17,847 more than that used in 2009, the result of additional expenditures for equipment, land and buildings and purchases of businesses.
Table of Conents
Financing activities used $349 in 2010, a decrease of $32,700 compared with $33,049 used in 2009. Our unsecured borrowings, consisting of $30,000 senior unsecured notes issued less $12,550 paid-down on our revolving credit facility, provided $17,450 in cash as compared with the $13,900 paid down during 2009. Purchases of common shares for treasury of $20,711 were partially offset by net cash received of $7,240 from the sale of common shares and common shares subscriptions. Dividends paid during 2010 totaled $2,436.
Fiscal 2010 Compared to Fiscal 2009
A comparison of our fiscal year 2010 results to 2009 follows:
Revenues--Revenues of $591,732 increased $29,621 compared with the $562,111 reported in 2009. Utility Services increased $8,168, or 2.8%, from the prior year. Additional production incentives offered during the fourth quarter by certain U.S. Utility customers and new accounts obtained during the third quarter offset the reductions on existing contracts within our U.S. and Canadian operations. Residential and Commercial Services increased $22,135, or 9.6%, from 2009. Residential and Commercial revenues for 2010 were favorably impacted by winter and spring storms that occurred across the eastern and midwest parts of the U.S., the acquisition of a company at the end of the second quarter and a general increase in customer demand for our services. Total consolidated revenue of $591,732 includes production incentive revenue, recognized under the completed-performance method, of $3,749 during 2010 as compared with $6,388 during 2009.
Operating Expenses--Operating expenses of $387,272 increased $26,649 from the prior year, and as a percentage of revenues increased 1.4% to 65.5%. Utility Services experienced an increase of $10,908, or 5.0%, from 2009, and as a percentage of revenues increased 1.6% to 75.8%. Increases in employee labor and benefits expense, fuel expense, material and tools expense and equipment repair expense associated with the increased revenues were partially offset by a decrease in subcontractor expense and materials expense. Residential and Commercial Services increased $12,884, or 10.7%, compared with 2009 and as a percentage of revenue increased .6% to 52.5%. Increased employee labor and benefit expense, subcontractor expense, fuel expense and material expense, the result of the increased revenues, account for the increase.
Fuel costs increased in 2010 as compared with fuel costs for 2009 and impacted operating expenses within all segments. During 2010, fuel expense of $24,213 increased $3,574, or 17%, from the $20,639 incurred in 2009. Substantially all of the $3,574 increase relates to an increase in the price of fuel.
Table of Conents
Selling Expenses--Selling expenses of $97,794 increased $8,528 from 2009 and as a percentage of revenues increased .6% to 16.5%. Utility Services decreased $679, or 2.8%, from 2009, primarily related to reductions in field management wages and incentives, travel expense, communication expense, branch office wages and rent expense and were partially offset by increases in field management auto expense and professional services expense. Residential and Commercial Services increased $8,725, or 14.0%, from 2009. Increases in field management wages and incentive expense, travel expense, communication expense and professional services expense were partially offset by reductions in branch office expense, field management auto expense and sales and marketing expenses.
General and Administrative Expenses--General and administrative expenses decreased $6,907 to $40,170, a 14.7% decrease, from the $47,077 experienced in 2009 and as a percentage of revenues decreased 1.6% to 6.8%. Decreases in salary and incentive expense, professional service expense, stock compensation expense, office rent and utilities expense and pension expense were partially offset by increases in office rent expense, real estate tax expense, postage expense and relocation expense.
Depreciation and Amortization Expense--Depreciation and amortization expense of $37,321 decreased $636 from the prior year and as a percentage of revenues decreased .5% to 6.3%. The dollar decrease is attributable to a reduction in capital expenditures for equipment in the prior year.
Gain on Sale of Assets--Gain on the sale of assets of $437 decreased $186 from the $623 experienced in 2009. The decrease is the result of a change in the mix of units sold in 2010 as compared with 2009.
Interest Expense--Interest expense of $2,803 increased $423, or 17.8%, from the $2,380 incurred in 2009. The increase is attributable to slightly higher average debt levels and higher interest rates incurred on our Senior Notes issued during the third quarter of 2010 as compared to 2009.
Other, Net--Other, net of $2,521 increased $641 from the $1,880 experienced in 2009. Other, net, includes foreign currency losses of $379 for 2010 as compared with foreign currency gains of $176 for 2009 on the intercompany balances of our Canadian operations.
Income Taxes--Income taxes for 2010 were $10,281 on income before income taxes of $24,334, an effective tax rate of 42.2%, compared with income taxes for 2009 of $9,199 on income before income taxes of $23,576, or an effective tax rate of 39.0%. The increase in the effective tax rate for 2010 from 2009 is a result of a net increase of 3.5% in 2010 related to the U.S. tax benefit of foreign source income from our Canadian operations, offset by a valuation allowance of $1,014 provided on foreign tax credits. The 2010 effective tax rate of 42.2% includes a 3.2% state income tax rate, net of federal benefit and the 2009 tax rate of 39.0% included a 2.9% state income tax rate, net of federal benefit.
Net Income--Net income of $14,053 was $324 lower than the $14,377 earned in 2009. The 2.3% decrease in net income was primarily due to a higher effective tax rate in 2010 as compared to 2009.
Table of Conents
Fiscal 2009 Compared to Fiscal 2008
A comparison of our fiscal year 2009 results to 2008 follows:
Revenues--Revenues of $562,111 decreased $33,686 compared with the $595,797 reported in 2008. Utility Services decreased $16,939, or 5.5%, from the prior year. Additional revenues of $8,486 from a business acquired in March 2008 were offset by reduced revenue from existing contracts. Revenues for 2008 also included incremental storm damage work of approximately $7,000 arising from hurricane damage in the southern United States. Residential and Commercial Services decreased $18,045, or 7.2%, from 2008. Revenues of $19,360 from a new business acquired in June 2008 were offset by reductions in tree surgery and landscape services in all other residential and commercial operations due to lower customer demand, which has been affected by the current economic conditions. Total consolidated revenue of $562,111 includes production incentive revenue, recognized under the completed-performance method, of $6,388 during 2009 as compared with $4,671 during 2008.
Operating Expenses--Operating expenses of $360,623 decreased $21,520 from the prior year, and as a percentage of revenues remained stable at 64.1%. Utility Services experienced a decrease of $11,699, or 5.1%, from 2008, but as a percentage of revenues increased .2% to 74.2%. Decreases in employee labor and benefits expense, fuel expense, subcontractor expense and material and tools expense associated with the decreased revenues were partially offset by an increase in equipment expense. Residential and Commercial Services decreased $10,956, or 8.4%, compared with 2008 and as a percentage of revenue decreased .6% to 51.9% and includes $9,720 of expenses related to the business acquired in the second quarter of 2008. The additional expenses associated with the acquired business were offset by reductions in all other residential and commercial operations. Decreases in labor expense, material expense, fuel expense and subcontractor expense associated with the decrease in revenues was partially offset by an increase in equipment expense.
Fuel costs declined in 2009 as compared with fuel costs for 2008 and impacted operating expenses within all segments. During 2009, fuel expense of $20,639 decreased $10,564, or 34%, from the $31,203 incurred in 2008. Substantially all of the $10,564 decrease relates to a decrease in the price of fuel.
Table of Conents
Selling Expenses--Selling expenses of $89,266 decreased $6,061 from 2008 and as a percentage of revenues decreased .1% to 15.9%. Utility Services decreased $3,718, or 13.5%, from 2008, primarily related to field management wages and incentives, travel expense, vehicle expense, communication expense and employee development expense and were partially offset by increases in branch office wages, office rent and utilities expense. Residential and Commercial Services decreased $3,283, or 5.0%, from the prior year 2008 and include $5,023 related to the business acquired in the second quarter of 2008. The increase in expense from the acquired business was offset by reductions in all other residential and commercial operations. Decreases in field management wages and incentive expense, field management travel expense, auto expense, employee development expense and marketing expense was partially offset by increases in office rent, utilities and branch office wages.
General and Administrative Expenses--General and administrative expenses increased $1,470 to $47,077, a 3.2% increase, from the $45,607 experienced in 2008 and as a percentage of revenues increased .7% to 8.4%. The increase is attributable to an increase in salary and incentive expense, professional services expense, communication expense and office rent and maintenance expense, partially offset by reductions in pension expense and relocation expense. The general and administrative expenses for the business acquired in June 2008 were $4,007 in 2008 and $7,733 in 2009. Excluding the business acquired in June 2008, total general and administrative expenses for 2009 would have approximated $43,060 as compared with $45,607 in 2008.
Depreciation and Amortization Expense--Depreciation and amortization expense of $37,957 increased $2,101 from the prior year and as a percentage of revenues increased .8% to 6.8%. The dollar increase is attributable to additional capital expenditures for equipment, buildings and the businesses that were purchased in 2008.
Gain on Sale of Assets--Gain on the sale of assets of $623 decreased $369 from the $992 experienced in 2008. The decrease is the result of fewer units being disposed of in addition to a change in the mix of equipment disposed of in 2009. Gain on the sale of assets in 2008 included the sale of aerial trucks, while none were disposed of in 2009.
Interest Expense--Interest expense of $2,380 decreased $1,037, or 30.3%, from the $3,417 incurred in 2008. The decrease is attributable to lower interest rates on bank borrowings and lower average debt levels as compared with the prior year.
Other, Net--Other, net of $1,880 decreased $1,040 from the $2,920 experienced in 2008. Other, net, includes foreign currency gains of $176 for 2009 as compared with foreign currency losses of $1,029 for 2008 on the intercompany balances of our Canadian operations.
Income Taxes--Income tax expense for 2009 was $9,199. The 2009 effective tax rate of 39.0% includes a 2.9% state income tax rate, net of federal benefit. The 2008 tax rate of 40.1% included a 3.9% state income tax rate, net of federal benefit.
Net Income--Net income of $14,377 was $4,644 lower than the $19,021 earned in 2008. The 24.4% decrease in net income was primarily due to lower revenues in 2009.
Canadian Dollar Translation Adjustments and Rate-Change Effects
Currency Translation Adjustments--All assets and liabilities of our Canadian operations are translated into United States dollars at balance-sheet date exchange rates while revenues and expenses are translated at weighted-average exchange rates in effect during the interim periods of operations reported. Currency translation adjustments are a component of other comprehensive income or loss and are recorded as accumulated other comprehensive loss in shareholders’ equity.
Canadian Dollar Rate-Change Effects--During 2010, the United States dollar weakened in relation to the Canadian dollar. As a result, the weighted-average exchange rate for the year ended December 31, 2010 compared favorably with the weighted-average Canadian-dollar exchange rates that existed for the year ended December 31, 2009.
It is not possible to precisely measure the impact on operating results from Canadian dollar exchange rate changes. However, if Canadian operating results for the year ended December 31, 2010 were translated at the exchange rates in effect during the comparable period of 2009, revenues would have been approximately $5,181 lower and income from operations would have been approximately $595 lower.
The effect of exchange rate changes on cash balances held in Canadian dollars was not significant.
Table of Conents
Income Tax-Liabilities for Uncertain Tax Positions
The amount of income taxes we pay is subject to audit by U.S. federal, state and Canadian tax authorities, which may result in proposed assessments. Our estimate for the potential outcome for any uncertain tax issue is highly judgmental. Uncertain tax positions are recognized only if they are more-likely-than-not to be upheld during examination based on their technical merits. The measurement of the uncertain tax position is based on the largest benefit amount that is more-likely-than-not (determined on a cumulative probability basis) to be realized upon settlement of the matter. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense may result.
During the fourth quarter 2010, the U.S. Internal Revenue Service completed its audit of the Company’s U.S. income tax returns for 2007 and 2008 and 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 2008.
As of December 31, 2010, if certain pending tax matters settle, we believe it is reasonably possible that additional payments approximating $250 will be made during the next twelve months. However, we do not anticipate an increase or decrease in our total uncertain tax positions during the next twelve months that would be material to our financial condition or the results of operations.
Goodwill-Impairment Tests
Annually, we perform the impairment tests for goodwill during the fourth quarter. Impairment of goodwill is tested at the reporting-unit level, which for us are also our business segments. Impairment of goodwill is tested by comparing the reporting unit’s carrying value, including goodwill, to the fair value of the reporting unit. The fair values of the reporting units are estimated using discounted projected cash flows. If the carrying value of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of impairment loss, if any. We conducted our annual impairment tests and determined that no impairment loss was required to be recognized in 2010 or for any prior periods. There were no events or circumstances from the date of our assessment through December 31, 2010 that would impact this conclusion.
The fair values of the reporting units were estimated using discounted projected cash flows for the goodwill impairment tests and analysis that required judgmental assumptions about revenues, operating margins, growth rates, discount rates, and working capital requirements. In determining those judgmental assumptions, we consider data, including--for each reporting unit--its annual budget for the upcoming year, its longer-term performance expectations, anticipated future cash flows and market data. Assumptions were also made for perpetual growth rates for periods beyond the forecast period.
If the fair values of the reporting units were less than the carrying values of the reporting units (including recorded goodwill), determined through the discounted projected cash flow methodology, goodwill impairment may be present. In such an instance, we would measure the goodwill impairment loss, if any, based upon the fair value of the underlying assets and liabilities of the impacted reporting unit, including any unrecognized intangible assets, and estimate the implied fair value of goodwill. An impairment loss would be recognized to the extent that a reporting unit’s recorded goodwill exceeded the implied fair value of goodwill.
The carrying value of the recorded goodwill for all reporting units totaled $21,275 at December 31, 2010. Based upon the goodwill impairment analysis conducted in the fourth quarter 2010, a hypothetical reduction in the fair value of the individual reporting units, ranging from approximately 58% to 76%, would not have resulted in the carrying value of the individual reporting units exceeding the reduced fair value.
LIQUIDITY AND CAPITAL RESOURCES
Our principal financial requirements are for capital spending, working capital and business acquisitions.
Table of Conents
Cash Flow Summary
Our cash flows from operating, investing and financing activities, as reflected in the Consolidated Statements of Cash Flow for the years ended December 31, 2010 and December 31, 2009, are summarized as follows:
Net Cash Provided by Operating Activities--Operating activities in 2010 provided cash of $49,275 as compared to $53,538 provided in 2009. The $4,263 net decrease was primarily attributable to (i) a decrease in net income of $324, (ii) a decrease of $636 in depreciation and amortization expense, and (iii) cash used of $5,062 from changes in other operating assets and liabilities.
Overall, accounts receivable dollars increased $8,726 in 2010 as compared to the $10,060 decrease experienced in 2009. With respect to the change in accounts receivable arising from business levels, the “days-sales-outstanding” in accounts receivable (“DSO”) at the end of 2010 decreased 2 days to 49 days, as compared to 2009. The DSO at December 31, 2009 was 51 days.
Accounts payable and accrued expenses increased $5,229 in 2010, $11,982 more than the decrease of $6,753 experienced in 2009. Increases in employee compensation expense, compensated-absence accruals, self-insured medical claims and interest accruals were partially offset by a reduction in trade payables.
Self-insurance accruals increased $717 in 2010, as compared to the decrease of $3,326 experienced in 2009. The increase occurred in all classifications-workers’ compensation, general liability and vehicle liability--and resulted primarily from an overall decrease in deductible amounts under commercial insurance or the self-insured risk retention.
Other assets, net, increased $371 in 2010, as compared to the $1,930 decrease in 2009. Increases in tax and other deposits were partially offset by a decrease in prepaid expenses and pension assets.
Net Cash Used in Investing Activities--Investing activities used $39,304 in cash, $17,847 more than the $21,457 used in 2009. The increase is a result of additional capital expenditures for equipment, land and buildings as well as the purchases of businesses.
Net Cash Used in Financing Activities--Financing activities used $349 in 2010, $32,700 less than the $33,049 used in 2009. Our unsecured borrowings, consisting of $30,000 senior unsecured notes issued less $12,550 paid-down on our revolving credit facility, provided $17,450 in cash as compared with the $13,900 paid down during 2009. We use the revolving credit facility primarily for capital expenditures and payments of notes payable, primarily related to acquisitions. Payments of long-term debt and capital leases totaled $1,569. Purchases of common shares for treasury of $20,711 were partially offset by net cash received of $7,240 from the sale of common shares and common shares subscriptions. Dividends paid during 2010 totaled $2,436.
Revolving Credit Facility and 5.09% Senior Unsecured Notes--On July 22, 2010, we issued $30,000 of 5.09% Senior Unsecured Notes, Series A, due July 22, 2020 and amended the Amended and Restated Credit Agreement dated November 21, 2006 to provide a revolving credit facility under which up to an aggregate of $140,000 is available (previously $159,000), with the term extended to December 19, 2014 (the “Amended Credit Agreement”).
The 5.09% Senior Unsecured Notes, Series A, due July 22, 2020 (the “5.09% Senior Notes”), were issued pursuant to a Master Note Purchase Agreement (the “Purchase Agreement”), between Davey Tree and the purchasers of the 5.09% Senior Notes. Subsequent series of promissory notes may be issued pursuant to supplemental note purchase agreements in an aggregate additional principal amount not to exceed $20,000.
The net proceeds of the 5.09% Senior Notes were used to pay down borrowings under our revolving credit facility.
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.
Table of Conents
The Amended Credit Agreement provides a revolving credit facility with a group of banks under which up to an aggregate of $140,000 is available, with a letter of credit sublimit of $100,000. Under certain circumstances, the amount available under the revolving credit facility may be increased to $160,000.
The Amended Credit Agreement extended the term of the revolving credit facility to December 19, 2014 from December 15, 2011. The revolving credit facility contains certain affirmative and negative covenants customary for this type of facility and includes financial covenant ratios, as defined, with respect to funded debt to EBITDA (earnings before interest, taxes, depreciation and amortization), and funded debt to capitalization.
Contractual Obligations Summary
The following is a summary of our long-term contractual obligations, as at December 31, 2010, to make future payments for the periods indicated:
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 within the next year for goods and services we have negotiated for delivery as of December 31, 2010. 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 December 31, 2010, 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 at December 31, 2010, we were contingently liable to our principal banks for letters of credit in the amount of $50,047 of which $49,033 is committed under the revolving credit facility. Substantially all of these letters of credit, which expire within a year, are planned for renewal as appropriate.
Also, as is common with our industry, we have performance obligations that are supported by surety bonds, which expire during 2011 through 2014. We intend to renew the performance bonds where appropriate and as necessary.
Off-Balance Sheet Arrangements
There are no “off-balance sheet arrangements” as that term is defined in Regulation S-K, Item 303(a)(4)(ii) under the Securities Exchange Act of 1934, as amended.
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 interest expense, are not significantly impacted by business seasonality. Capital resources during these periods are equally affected. We satisfy seasonal working capital needs and other financing requirements with the revolving credit facility and several other short-term lines of credit. We are continually reviewing our existing sources of financing and evaluating alternatives. At December 31, 2010, we had working capital of $25,833, unused short-term lines of credit approximating $10,005, and $60,967 available under our revolving credit facility.
Our sources of capital presently allow us the financial flexibility to meet our capital spending plan and to complete business acquisitions for at least the next twelve months and for the foreseeable future.
Table of Conents
RECENT ACCOUNTING GUIDANCE
The FASB Accounting Standards Codification--In 2009, the Financial Accounting Standards Board (the “FASB”) established the Accounting Standards Codification™ (the “Codification” or “FASB ASC”) as the single source of nongovernmental authoritative U.S. GAAP. All other accounting guidance not included in the Codification is considered nonauthoritative. The Codification also includes all relevant U.S. Securities and Exchange Commission guidance organized using the same topical structure in separate sections within the Codification. The FASB updates the Codification by issuing Accounting Standards Updates (or “ASUs”). The Accounting Standards Updates are not authoritative in their own right; these updates serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the changes in the Codification.
New Accounting Standards Updates
In the description of the Accounting Standards Update that follows, references relate to Codification Topic and descriptive titles, as appropriate.
Accounting Standards Update 2010-06, Improving Disclosures about Fair Value Measurements--In January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-06, “Fair Value Measurements and Disclosures (ASC Topic 820): Improving Disclosures about Fair Value Measurements,” which adds disclosure requirements for transfers in and out of Levels 1 and 2, requires separate disclosures for activity relating to Level 3 measurements and clarifies input and valuation techniques. This ASU was effective for interim and annual periods beginning after December 15, 2009 (that is, the quarter ended April 3, 2010 for us), except for the Level 3 disclosures, which are effective for fiscal years beginning after December 15, 2010 (that is, the quarter ending April 2, 2011 for us) and for interim periods within those years. The adoption of the revised guidance in FASB ASC Topic 820 did not affect our financial position, results of operations or cash flows.
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.
On an ongoing basis, we evaluate our estimates and assumptions, including those related to accounts receivable, specifically those receivables under contractual arrangements primarily arising from Utility Services 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.
We believe the following 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.
Revenue Recognition--Revenues from Residential and Commercial Services are recognized as the services are provided and amounts are determined to be collectible. Revenues from contractual arrangements, primarily with Utility Services customers, are recognized based on costs incurred to total estimated contract costs. Changes in estimates and assumptions related to total estimated contract costs may have a material effect on the amounts reported as receivables arising from contractual arrangements and the corresponding amounts of revenues and profit.
Utility Services Customers--We generate a significant portion of revenues and corresponding accounts receivable from our Utility Services customers in the utility industry. One Utility Services customer, PG&E, approximated 11% of revenues during 2010, 11% during 2009 and 11% during 2008. Adverse conditions in the utility industry or individual utility customer operations may affect the collectibility of our receivables or our ability to generate ongoing revenues.
Allowance for Doubtful Accounts--In determining the allowance for doubtful accounts, we evaluate the collectibility of our accounts receivable based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us (e.g., bankruptcy filings), we record a specific allowance for doubtful accounts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be collected. For all other customers, we recognize allowances for doubtful accounts based on the length of time the receivables are past due. If circumstances change (e.g., unexpected material adverse changes in a major customer’s ability to meet its financial obligation to us or higher than expected customer defaults), our estimates of the recoverability of amounts could differ from the actual amounts recovered.
Table of Conents
Self-Insurance Accruals--We are generally self-insured for losses and liabilities related primarily to workers’ compensation, vehicle liability and general liability claims. We use commercial insurance as a risk-reduction strategy to minimize catastrophic losses. We accrue ultimate losses based upon estimates of the aggregate liability for claims incurred using certain actuarial assumptions followed in the insurance industry and based on our specific experience.
Our self-insurance accruals include claims for which the ultimate losses will develop over a period of years. Accordingly, our estimates of ultimate losses can change as claims mature. Our accruals also are affected by changes in the number of new claims incurred and claim severity. The methodology for estimating ultimate losses and the total cost of claims were determined by third-party consulting actuaries; the resulting accruals are continually reviewed by us, and any adjustments arising from changes in estimates are reflected in income.
Our self-insurance accruals are based on estimates and, while we believe that the amounts accrued are adequate, the ultimate claims may be in excess of or less than the amounts provided.
MARKET RISK INFORMATION
In the normal course of business, we are exposed to market risk related to changes in interest rates and changes in foreign currency exchange rates. We do not hold or issue derivative financial instruments for trading or speculative purposes.
Interest Rate Risk
We are exposed to market risk related to changes in interest rates on long-term debt obligations. The interest rates on substantially all of our long-term debt outstanding are variable. We have entered into interest rate contracts -- derivative financial instruments with the objective of altering interest rate exposures related to variable debt.
The following table provides information, as of December 31, 2010, about our debt obligations and interest rate contracts. For debt obligations, the table presents principal cash flows, weighted-average interest rates by expected maturity dates and fair values. For the interest rate contracts, the table presents the underlying face (notional) amount, weighted-average interest rate by contractual maturity dates and the fair value to settle the contract at December 31, 2010. Weighted-average interest rates used for variable-rate obligations are based on rates as derived from published spot rates, in effect as at December 31, 2010.
Interest rates on the variable-rate debt, as of December 31, 2010, ranged from 1.8% to 3.3%.
The interest rate contracts each have an underlying face (notional) amount of $10,000, which is used to calculate the cash flow to be exchanged and does not represent the exposure to credit loss. If we were to have settled the contracts at December 31, 2010 (fair value), we would have paid $1,040.
Foreign Currency Rate Risk
We are exposed to market risk related to foreign currency exchange rate risk resulting from our operations in Canada, where we provide a comprehensive range of horticultural services.
Table of Conents
Our financial results could be affected by factors such as changes in the foreign currency exchange rate or differing economic conditions in the Canadian markets as compared with the markets for our services in the United States. Our earnings are affected by translation exposures from currency fluctuations in the value of the U.S. dollar as compared to the Canadian dollar. Similarly, the Canadian dollar-denominated assets and liabilities may result in financial exposure as to the timing of transactions and the net asset / liability position of our Canadian operations.
For the year ended December 31, 2010, the result of a hypothetical 10% uniform change in the value of the U.S. dollar as compared with the Canadian dollar would not have a material effect on our results of operations or our financial position. Our sensitivity analysis of the effects of changes in foreign currency exchange rates does not factor in a potential change in sales levels or local currency prices.
Impact of Inflation
The impact of inflation on the results of operations has not been significant in recent years.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The information set forth in “Market Risk Information” under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is incorporated herein by reference.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Our consolidated financial statements are attached hereto and listed on page of this annual report.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures.
(a) Management’s Discussion of Controls Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control framework and processes were designed to provide reasonable assurance to management and the Board of Directors that our financial reporting is reliable and that our consolidated financial statements for external purposes have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
Our management recognizes its responsibility for fostering a strong ethical climate so that our affairs are conducted according to the highest standards of personal and corporate conduct.
Our internal controls over financial reporting include policies and procedures that:
§
provide for the maintenance of records that, in reasonable detail, accurately and fairly reflect our business transactions;
§
provide reasonable assurance that transactions are recorded properly to allow for the preparation of financial statements in accordance with U.S. GAAP; and
§
provide reasonable assurance that the unauthorized acquisition, use, or disposition of our assets will be prevented, or at the minimum, detected in a timely manner.
We maintain a dynamic system of internal controls and processes--including internal controls over financial reporting--designed to ensure reliable financial recordkeeping, transparent financial reporting and protection of physical and intellectual property.
Table of Conents
No system of internal control over financial reporting can provide absolute guarantees, but only reasonable assurances of the prevention or detection of misstatements. Our processes, however, contain self-monitoring mechanisms, and actions will be taken to correct deficiencies as they are identified.
Our management assessed the effectiveness of our internal control over financial reporting and concluded that, as of December 31, 2010, such internal control is effective. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in “Internal Control--Integrated Framework.” To comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, we designed and implemented a structured and comprehensive compliance process to evaluate our internal control over financial reporting across the enterprise.
In addition, we maintain a testing program that assesses the effectiveness of internal control over financial reporting, including testing of the five COSO elements, and recommend improvements.
Our independent auditor, Ernst & Young LLP, with direct access to our Board of Directors through our Audit Committee, has audited the consolidated financial statements prepared by us. Their report on the consolidated financial statements is included elsewhere herein.
(b) Management’s Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Form 10-K, 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) 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 as of the end of the period covered by this Form 10-K 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.
(c) Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2010 based on the framework in “Internal Control--Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2010.
Our independent auditor, Ernst & Young LLP, an independent registered public accounting firm, has issued an audit report on our internal control over financial reporting, which is included in this report.
/s/ Karl J. Warnke
/s/ David E. Adante
/s/ Nicholas R. Sucic
Chairman, President and
Chief Executive Officer
Executive Vice President,
Chief Financial Officer and Secretary
Vice President and Controller
Kent, Ohio
March 10, 2011
(d) Changes in Internal Control Over Financial Reporting
There have been no significant changes in our internal control over financial reporting or in other factors that have materially affected or are reasonably likely to materially affect these internal controls over financial reporting subsequent to the date we carried out our evaluation, the quarter ended December 31, 2010.
Table of Conents
(e) Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
The Davey Tree Expert Company
We have audited The Davey Tree Expert Company’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Davey Tree Expert Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, The Davey Tree Expert Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of The Davey Tree Expert Company as of December 31, 2010 and 2009, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2010 of The Davey Tree Expert Company and our report dated March 10, 2011 expressed an unqualified opinion thereon. We did not audit the 2010 financial statements of Davey Tree Expert Co. of Canada, Limited, a wholly-owned subsidiary, which statements reflect total assets constituting 6% and total revenues constituting 10% of the related consolidated totals. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Davey Tree Expert Co. of Canada, Limited, is based solely on the report of the other auditors.
/s/ Ernst & Young LLP
Akron, Ohio
March 10, 2011
Item 9B.
Item 9B. Other Information.
None.
Table of Conents
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
Information about our executive officers is included in the section "Executive Officers of the Company,” pursuant to Instruction G of Form 10-K as an unnumbered item to Part I of this report.
Information about our directors is in the section "Election of Directors" of our 2011 Proxy Statement, which is incorporated into this report by reference.
Information about our audit committee and our audit committee financial experts is in the section “Committees of the Board of Directors; Shareholder Nominations; Attendance” of our 2011 Proxy Statement, which is incorporated into this report by reference.
Information required by Item 405 of Regulation S-K is in the section “Section 16(a) Beneficial Ownership Reporting Compliance” of our 2011 Proxy Statement, which is incorporated into this report by reference.
We have adopted a Code of Ethics for Financial Matters that applies to our principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions. That Code is available on our website or upon request, as described in this report in Item 1. “Business - Access to Company Information.” We intend to disclose, on our website, any amendments to, or waiver of, any provision of that Code that would otherwise be required to be disclosed under the rules of the Securities and Exchange Commission.
Item 11.
Item 11. Executive Compensation.
Information about executive and director compensation is in the sections “Compensation Discussion and Analysis,” "Compensation of Executive Officers" and "Compensation of Directors" of our 2011 Proxy Statement, which are incorporated into this report by reference.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information about ownership of our common shares by certain persons is in the section "Ownership of Common Shares" of our 2011 Proxy Statement, which is incorporated into this report by reference. Information about our securities authorized for issuance under equity compensation plans is in the section “Equity Compensation Plans Information” of our 2011 Proxy Statement, which is incorporated into this report by reference.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information about certain transactions between us and our affiliates and certain other persons and the independence of directors is in the section “Corporate Governance” of our 2011 Proxy Statement, which is incorporated into this report by reference.
Item 14.
Item 14. Principal Accountant Fees and Services.
Information about our principal accountant’s fees and services is in the section “Independent Auditors” of our 2011 Proxy Statement, which is incorporated into this report by reference.
PART IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules.
(a) (1) and (a) (2) Financial Statements and Schedules.
The response to this portion of Item 15 is set forth on page of this report.
(b) Exhibits.
The exhibits to this Form 10-K are submitted as a separate section of this report. See Exhibit Index.
Table of Conents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on March 10, 2011.
Table of Conents
The documents listed as Exhibits 10.3 through 10.8 constitute management contracts or compensatory plans or arrangements.
The Registrant is a party to certain instruments, copies of which will be furnished to the Securities and Exchange Commission upon request, defining the rights of holders of long-term debt.
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 15(a)(1) and (2)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CERTAIN EXHIBITS
FINANCIAL STATEMENTS SCHEDULES
YEAR ENDED DECEMBER 31, 2010
THE DAVEY TREE EXPERT COMPANY
KENT, OHIO
List of Financial Statements and Financial Statement Schedules
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
The Davey Tree Expert Company
We have audited the accompanying consolidated balance sheets of The Davey Tree Expert Company as of December 31, 2010 and 2009, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the 2010 financial statements of Davey Tree Expert Co. of Canada, Limited, a wholly-owned subsidiary, which statements reflect total assets constituting 6% and total revenues constituting 10% of the related consolidated totals. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Davey Tree Expert Co. of Canada, Limited, is based solely on the report of the other auditors.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and, for 2010, the report of other auditors, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of The Davey Tree Expert Company at December 31, 2010 and 2009, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), The Davey Tree Expert Company's internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 10, 2011 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Akron, Ohio
March 10, 2011
List of Financial Statements and Financial Statement Schedules
THE DAVEY TREE EXPERT COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share dollar amounts)
List of Financial Statements and Financial Statement Schedules
THE DAVEY TREE EXPERT COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share dollar amounts)
List of Financial Statements and Financial Statement Schedules
THE DAVEY TREE EXPERT COMPANY
STATEMENT OF CONSOLIDATED SHAREHOLDERS' EQUITY
(In thousands, except per share data)
List of Financial Statements and Financial Statement Schedules
THE DAVEY TREE EXPERT COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements
December 31, 2010
(In thousands, except share data)
A. Our Business
We provide a wide range of horticultural services to residential, commercial, utility and institutional customers throughout the United States and Canada.
Residential and Commercial Services provides for the treatment, preservation, maintenance, cultivation, planting and removal of trees, shrubs and other plant life; its services also include the practice of landscaping, tree surgery, tree feeding, and tree spraying, as well as the application of fertilizer, herbicides and insecticides.
Utility Services is principally engaged in the practice of line clearing for public utilities, including the clearing of tree growth from power lines, clearance of rights-of-way and chemical brush control.
Resource Group provides services related to natural resource management and consulting, forestry research and development, and environmental planning and also maintains research, technical support and laboratory diagnostic facilities.
When we refer to “we,” “us,” “our,” “Davey Tree,” and the “Company,” we mean The Davey Tree Expert Company, unless the context indicates otherwise.
B. Accounting Policies
Principles of Consolidation and Basis of Presentation--The consolidated financial statements include the accounts of Davey Tree and our wholly-owned subsidiaries and were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All significant intercompany accounts and transactions have been eliminated.
Use of Estimates in Financial Statement Preparation--The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts. Estimates are used for, but not limited to, accounts receivable valuation, depreciable lives of fixed assets, self-insurance accruals, and revenue recognition. Actual results could differ from those estimates.
Cash Equivalents--Cash equivalents are highly liquid investments with original maturities of three months or less.
Property and Equipment--Property and equipment are stated at cost. Repair and maintenance costs are expensed as incurred. Depreciation is computed for financial reporting purposes by the straight-line method for land improvements, building and leasehold improvements and by the declining method for equipment, based on the estimated useful lives of the assets, as follows:
The amortization of assets acquired under capital leases is included in depreciation expense.
Intangible Assets--Intangible assets with finite lives, primarily customer lists, noncompete agreements and tradenames, are amortized by the straight-line method based on their estimated useful lives, ranging from one to ten years.
Long-Lived Assets--We assess potential impairment to our long-lived assets, other than goodwill, when there is evidence that events or changes in circumstances have made recovery of the asset’s carrying value unlikely and the carrying amount of the asset exceeds the estimated future undiscounted cash flow. In the event the assessment indicates that the carrying amounts may not be recoverable, an impairment loss would be recognized to reduce the asset’s carrying amount to its estimated fair value based on the present value of the estimated future cash flows.
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
B. Accounting Policies (continued)
Goodwill--Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identified net assets acquired. Goodwill is not amortized, but tested for impairment annually or when events or circumstances indicate that impairment may have occurred. Annually, we perform the impairment tests for goodwill during the fourth quarter. Impairment of goodwill is tested at the reporting-unit level, which for us are also our business segments. Impairment of goodwill is tested by comparing the reporting unit’s carrying value, including goodwill, to the fair value of the reporting unit. The fair values of the reporting units are estimated using discounted projected cash flows. If the carrying value of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of impairment loss, if any. We conducted our annual impairment tests and determined that no impairment loss was required to be recognized in 2010 or for any prior periods. There were no events or circumstances from the date of our assessment through December 31, 2010 that would impact this conclusion.
Self-Insurance Accruals--We are generally self-insured for losses and liabilities related primarily to workers’ compensation, vehicle liability and general liability claims. We use commercial insurance as a risk-reduction strategy to minimize catastrophic losses. Ultimate losses are accrued based upon estimates of the aggregate liability for claims incurred using certain actuarial assumptions followed in the insurance industry and based on Company-specific experience.
The self-insurance accruals include claims for which the ultimate losses will develop over a period of years. Accordingly, the estimates of ultimate losses can change as claims mature. The accruals also are affected by changes in the number of new claims incurred and claim severity. The methods for estimating the ultimate losses and the total cost of claims were determined by external consulting actuaries; the resulting accruals are reviewed by management, and any adjustments arising from changes in estimates are reflected in income. The self-insurance accruals are based on estimates, and while management believes that the amounts accrued are adequate and not excessive, the ultimate claims may be in excess of or less than the amounts provided.
Stock-Based Compensation--Stock-based compensation cost for all share-based payment plans is measured at fair value on the date of grant and recognized over the employee service period on the straight-line recognition method for awards expected to vest. The fair value of all stock-based payment plans-stock option plans, stock-settled stock appreciation rights, and performance-based restricted stock units as well as our Employee Stock Purchase Plan-is determined by the number of awards granted and the price of our common stock. The fair value of each award is estimated 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 exercise behavior. Expected volatilities utilized in the binomial model are based on historical volatility of our share 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.
Defined Benefit Pension Plans--We record annual expenses relating to our defined benefit pension plans based on calculations that include various actuarial assumptions, including discount rates and expected long-term rates of return on plan assets. Actuarial assumptions are reviewed annually with modifications made to the assumptions, if necessary, based on current rates and trends. The effects of the actuarial gains or losses are amortized over future service periods. The funded status (that is, the projected benefit obligation less the fair value of plan assets) for each plan is reported in our balance sheet using a December 31 measurement date. Changes in the funded status of the plans are recognized in the year in which the changes occur and reported in comprehensive income (loss).
Income Taxes--We compute taxes on income in accordance with the tax rules and regulations where the income is earned. The income tax rates imposed by these taxing authorities vary. Taxable income may differ from pretax income for financial reporting purposes. We compute and recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of our assets and liabilities. Changes in tax rates and laws are reflected in income in the period when such changes are enacted. We account for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon the technical merits, it is more-likely-than-not that the position will be sustained upon examination.
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
B. Accounting Policies (continued)
Earnings Per Share--Basic earnings per share is determined by dividing the income available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the weighted-average number of shares is increased to include the effect of stock awards that were granted and outstanding during the period and the assumed exercise of stock subscription rights.
Revenue Recognition--Revenues from residential and commercial services are recognized as the services are provided and amounts are determined to be collectible. Revenues from contractual arrangements, primarily with utility services customers, are recognized based on costs incurred to total estimated contract costs. During the performance of such contracts, estimated final contract prices and costs are periodically reviewed and revisions are made, as required, to the revenue recognized. On cost-plus-fee contracts, revenue is recognized to the extent of costs incurred plus a proportionate amount of fees earned, and on time-and-material contracts, revenue is recognized to the extent of billable rates times hours worked, plus material and other reimbursable costs incurred. Revisions arise in the normal course of providing services to utility services customers and generally relate to changes in contract specifications and cost allowability. Such revisions are recorded when realization is probable and can be reliably estimated.
Concentration of Credit Risk--Credit risk represents the accounting loss that would be recognized if the counterparties failed to perform as contracted. The principal financial instruments subject to credit risk follow:
Cash and Interest Rate Contracts: To limit our exposure, we transact our business and maintain interest rate contracts with high credit-quality financial institutions.
Accounts Receivable: Our residential and commercial customers are located geographically throughout the United States and Canada and, as to commercial customers, within differing industries; thus, minimizing credit risk. The credit exposure of utility services customers is directly affected by conditions within the utility industries as well as the financial condition of individual customers. One utility services customer approximated 11% of revenues during 2010, 11% during 2009 and 11% during 2008. To reduce credit risk, we evaluate the credit of customers, but generally do not require advance payments or collateral. Exposure to losses on receivables is principally dependent on each customer’s financial condition.
Currency Translation Adjustments--All assets and liabilities of our Canadian operations are translated into United States dollars at year-end exchange rates while revenues and expenses are translated at weighted-average exchange rates in effect during the year. Translation adjustments are recorded as accumulated other comprehensive income (loss) in shareholders’ equity.
Interest Rate Risk Management--We have entered into interest rate contracts with the objective of altering interest rate exposures related to variable rate debt. In the interest rate contracts, we have agreed with a financial institution to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated on an agreed-upon notional principal amount.
Comprehensive Income (Loss)--Comprehensive income (loss) includes net income and other comprehensive income or loss. Other comprehensive income (loss) refers to revenues, expenses, gains and losses that under U.S. GAAP are included in comprehensive income but are excluded from net income as these amounts are recorded directly as an adjustment to shareholders’ equity, net of tax.
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
C. Recent Accounting Guidance
The FASB Accounting Standards Codification--In 2009, the Financial Accounting Standards Board (the “FASB”) established the Accounting Standards Codification™ (the “Codification” or “FASB ASC”) as the single source of nongovernmental authoritative U.S. GAAP. All other accounting guidance not included in the Codification is considered nonauthoritative. The Codification also includes all relevant U.S. Securities and Exchange Commission guidance organized using the same topical structure in separate sections within the Codification. The FASB updates the Codification by issuing Accounting Standards Updates (or “ASUs”). The Accounting Standards Updates are not authoritative in their own right; these updates serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the changes in the Codification.
New Accounting Standards Updates
In the description of the Accounting Standards Update that follows, references relate to Codification Topic and descriptive titles, as appropriate.
Accounting Standards Update 2010-06, Improving Disclosures about Fair Value Measurements--In January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-06, “Fair Value Measurements and Disclosures (ASC Topic 820): Improving Disclosures about Fair Value Measurements,” which adds disclosure requirements for transfers in and out of Levels 1 and 2, requires separate disclosures for activity relating to Level 3 measurements and clarifies input and valuation techniques. This ASU was effective for interim and annual periods beginning after December 15, 2009 (that is, the quarter ended April 3, 2010 for us), except for the Level 3 disclosures, which are effective for fiscal years beginning after December 15, 2010 (that is, the quarter ending April 2, 2011 for us) and for interim periods within those years. The adoption of the revised guidance in FASB ASC Topic 820 did not affect our financial position, results of operations or cash flows.
D. Business Combinations
Our investments in businesses were: (a) $6,952 in 2010, including liabilities assumed of $1,116 and no debt issued; (b) $1,500 in 2009, including liabilities assumed of $42 and debt issued of $750; and (c) $60,182 in 2008, including liabilities assumed of $23,478 and debt issued of $6,239.
The net assets of the businesses acquired are accounted for under the purchase method and were recorded at their fair values at the dates of acquisition. The excess of the purchase price over the estimated fair values of the net assets acquired was recorded as an increase in goodwill of approximately $1,650 in 2010 (all of which is deductible for tax purposes); $506 in 2009 (all of which is deductible for tax purposes); and, $11,703 in 2008 (of which $1,797 is deductible for tax purposes and $9,906 is not deductible for tax purposes).
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 for the years ended December 31, 2010, 2009 or 2008 was not significant.
E. Accounts Receivable, Net
Accounts receivable, net, consisted of the following:
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
E. Accounts Receivable, Net (continued)
Receivables under contractual arrangements consist of work-in-process in accordance with the terms of contracts, primarily, with utility services customers.
F. Supplemental Balance Sheet, Operating and Cash Flow Information
The following items comprise the amounts included in the balance sheets:
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
F. Supplemental Balance Sheet, Operating and Cash Flow Information (continued)
Supplemental cash flow information follows:
G. Identified Intangible Assets and Goodwill, Net
The carrying amount of the identified intangibles and goodwill acquired in connection with our investments in businesses were as follows:
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
G. Identified Intangible Assets and Goodwill, Net (continued)
The changes in the carrying amounts of goodwill, by segment, for the year ended December 31, 2010 follow:
Estimated future aggregate amortization expense of intangible assets--The estimated aggregate amortization expense of intangible assets, as of December 31, 2010, in each of the next five years follows:
H. Short-Term and Long-Term Debt
Short-term debt consisted of the following:
At December 31, 2010, we also had unused short-term lines of credit with several banks totaling $10,005, generally at the banks' prime rate or LIBOR plus a margin adjustment of 1.25% to 1.75%. Long-term debt consisted of the following:
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
H. Short-Term and Long-Term Debt (continued)
Revolving Credit Facility and 5.09% Senior Unsecured Notes--On July 22, 2010, we issued $30,000 of 5.09% Senior Unsecured Notes, Series A, due July 22, 2020 and amended the Amended and Restated Credit Agreement dated November 21, 2006 to provide a revolving credit facility under which up to an aggregate of $140,000 is available (previously $159,000), with the term extended to December 19, 2014 (the “Amended Credit Agreement”).
The 5.09% Senior Unsecured Notes, Series A, due July 22, 2020 (the “5.09% Senior Notes”), were issued pursuant to a Master Note Purchase Agreement (the “Purchase Agreement”), between the Company and the purchasers of the 5.09% Senior Notes. Subsequent series of promissory notes may be issued pursuant to supplemental note purchase agreements in an aggregate additional principal amount not to exceed $20,000.
The net proceeds of the 5.09% Senior Notes were used to pay down borrowings under our revolving credit facility.
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.
The Amended Credit Agreement provides a revolving credit facility with a group of banks under which up to an aggregate of $140,000 is available, with a letter of credit sublimit of $100,000. Under certain circumstances, the amount available under the revolving credit facility may be increased to $160,000.
As of December 31, 2010, we had unused commitments under the facility approximating $60,967, with $79,033 committed, consisting of borrowings of $30,000 and issued letters of credit of $49,033. Borrowings outstanding bear interest, at Davey Tree’s option, of either (a) a base rate plus a margin adjustment ranging from .0% to .25% or (b) LIBOR plus a margin adjustment ranging from 1.25% to 1.75%--with the margin adjustments in both instances based on a ratio of funded debt to EBITDA. 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 .20% to .30% is also required based on the average daily unborrowed commitment.
The Amended Credit Agreement extended the term of the revolving credit facility to December 19, 2014 from December 15, 2011. The revolving credit facility contains certain affirmative and negative covenants customary for this type of facility and includes financial covenant ratios, as defined, with respect to funded debt to EBITDA (earnings before interest, taxes, depreciation and amortization), and funded debt to capitalization.
Term Loans, Weighted-Average Interest Rate--The weighted-average interest on the term loans approximated 2.73% at December 31, 2010 and 3.51% at December 31, 2009.
Aggregate Maturities of Long-Term Debt--Aggregate maturities of long-term debt for the five years subsequent to December 31, 2010 were as follows: 2011--$5,670; 2012--$731; 2013--$480; 2014--$30,380; 2015--$0.
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
I. Self-Insurance Accruals
Components of our self-insurance accruals for workers’ compensation, vehicle liability and general liability follow:
The changes in our self-insurance accruals and the discount rate used for the workers’ compensation accrual are summarized in the table below.
J. Operating Lease Obligations
We lease facilities under noncancelable operating leases, which are used for district office and warehouse operations. These leases extend for varying periods of time up to five years and, in some cases, contain renewal options. Minimum rental commitments under noncancelable operating leases, as of December 31, 2010 were as follows:
Total rent expense under all operating leases was $5,719 in 2010, $5,772 in 2009 and $4,856 in 2008.
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
K. Common Shares and Preferred Shares
Preferred Shares--We have authorized a class of 4,000,000 preferred shares, no par value, of which none were issued.
Common Shares--The number of common shares authorized is 24,000,000, par value $1.00. The number of common shares issued was 21,456,880 during each of the three years in the period ended December 31, 2010. The number of shares in the treasury for each of the three years in the period ended December 31, 2010 was as follows: 2010--7,344,624; 2009--6,884,652; and 2008--6,938,836.
Our common shares are not listed or traded on an established public trading market, and market prices are, therefore, not available. Semiannually, an independent stock valuation firm determines the fair market value of our common shares based upon our performance and financial condition. 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. During 2010, purchases of common shares totaled 1,249,057 shares for $20,711 in cash; we also had direct sales to directors and employees of 10,110 shares for $168, excluding those shares issued through either the exercise of options or the Employee Stock Purchase Plan. We also sold 59,597 shares to our 401(k) plan for $980 and issued 136,295 shares to participant accounts to satisfy our liability for the 2009 employer match in the amount of $2,239. The liability accrued at December 31, 2010 for the 2010 employer match was $2,218. There were also 156,381 shares purchased during 2010 under the Employee Stock Purchase Plan.
Common Shares Outstanding--The table below reconciles the activity of the common shares outstanding:
On December 31, 2010, we had 14,112,256 common shares outstanding and employee and director options exercisable to purchase 945,306 common shares.
During the second quarter 2010, the promissory notes related to the common share subscription offering completed in August 2002, were paid-in-full for stock subscription financing payments made by biweekly payroll deduction. All other promissory notes related to the common share offering completed in August 2002 whereby some employees opted to finance their subscription with a down-payment of at least 10% of their total purchase price and a seven-year promissory note for the balance due, with interest at 4.75% per year have been paid or, in a few instances, canceled. The promissory notes outstanding were collateralized with the common shares subscribed and the common shares were only issued when the related promissory note was paid-in-full. Dividends were paid on all unissued subscribed shares.
L. The Davey 401KSOP and Employee Stock Ownership Plan
On March 15, 1979, we consummated a plan, which transferred control of the Company to our employees. As a part of this plan, we initially sold 120,000 common shares (presently, 11,520,000 common shares adjusted for stock splits) to our Employee Stock Ownership Trust (“ESOT”) for $2,700. The Employee Stock Ownership Plan (“ESOP”), in conjunction with the related ESOT, provided for the grant to certain employees of certain ownership rights in, but not possession of, the common shares held by the trustee of the Trust. Annual allocations of shares have been made to individual accounts established for the benefit of the participants.
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
L. The Davey 401KSOP and Employee Stock Ownership Plan (continued)
Defined Contribution and Savings Plans--Most employees are eligible to participate in The Davey 401KSOP and ESOP. Effective January 1, 1997, the plan commenced operations and retained the existing ESOP participant accounts and incorporated a deferred savings plan (401(k) plan) feature. Participants in the plan are allowed to make before-tax contributions, within Internal Revenue Service established limits, through payroll deductions. Effective January 1, 2009 we match, in either cash or our common shares, 100% of the first one percent and 50% of the next three percent of each participant's before-tax contribution, limited to the first 4% of the employee's compensation deferred each year. All nonbargaining domestic employees who attained age 21 and completed one year of service are eligible to participate. In May 2004, we adopted the 401K Match Restoration Plan, a defined contribution plan that supplements the retirement benefits of certain employees that participate in the savings plan feature of The Davey 401KSOP and ESOP Plan, but are limited in contributions because of tax rules and regulations.
Total compensation for these plans, consisting primarily of the employer match was $2,218 in 2010, $2,239 in 2009, and $1,166 in 2008. The increase in compensation expense for 2009 resulted primarily from implementing enhanced benefits to our defined contribution saving plans, effective January 1, 2009.
M. Stock-Based Compensation
The Davey Tree Expert Company 2004 Omnibus Stock Plan (the “Stock Plan”) was approved by our shareholders at our annual shareholders' meeting in May 2004. The Stock Plan is administered by the Compensation Committee of the Board of Directors, with the maximum number of common shares that may be granted to or purchased by all employees and directors under the Stock Plan being 10,000,000. In addition to the maintenance of the Employee Stock Purchase Plan, the Stock Plan provides for the grant of stock options, restricted stock, stock appreciation rights, stock purchase rights, stock equivalent units, cash awards, and other stock or performance-based incentives. These awards are payable in cash or common shares, or any combination thereof, as established by the Compensation Committee.
Stock-Based Plans--The Stock Plan consolidates into a single plan provisions for the grant of stock options and other stock-based incentives and maintenance of the Employee Stock Purchase Plan. Prior to adoption of the Stock Plan and its predecessor, the 1994 Omnibus Stock Plan, we had two qualified stock option plans available for officers and management employees; the final grant of awards under those plans was December 10, 1993. The maximum number of shares that may be issued upon exercise of stock options, other than director options and nonqualified stock options, is 3,200,000 during the ten-year term of the Stock Plan. Shares purchased since 1994 under the Employee Stock Purchase Plan were 3,610,774. With 2009 as the transition year, each continuing nonemployee director receives an annual award of 3,000 stock-settled stock appreciation rights that vest ratably over five years. Prior to the transition to stock-settled stock appreciation rights, each nonemployee director elected or appointed received a director option with the right to purchase, for six years, 4,000 common shares at the fair market value per share at date of grant, exercisable six months from the date of grant. The aggregate number of common shares available for grant and the maximum number of shares granted annually are based on formulas defined in the Stock Plan. The grant of awards, other than director options, is at the discretion of the Compensation Committee of the Board of Directors. Shares available for grant at December 31, 2010 were 809,976.
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:
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
M. Stock-Based Compensation (continued)
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. Purchases under the plan, at 85% of the fair market value of the common shares, have been as follows:
Compensation costs are recognized as payroll deductions are made. The 15% discount of total shares purchased under the plan resulted in compensation cost recognized of $389 in 2010, $367 in 2009 and $331 in 2008.
Stock Option Plans--Stock options awarded before January 1, 2006 were granted at an exercise price equal to the fair market value of our common shares at the dates of grant. Stock-options awarded on or after January 1, 2006 were required to be measured at fair value. At December 31, 2010, there were 664,868 stock options outstanding that were awarded after January 1, 2006. The stock options were awarded under a graded vesting schedule 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 $361 in 2010, $356 in 2009 and $349 in 2008.
Stock-Settled Stock Appreciation Rights--During the year ended December 31, 2010, the Compensation Committee of the Board of Directors awarded 89,421 Stock-Settled Stock Appreciation Rights (“SSARs”) to certain management employees and nonemployee directors, which vest ratably over five years. A stock-settled stock appreciation right 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.
The following table summarizes our SSARs as of December 31, 2010:
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
M. Stock-Based Compensation (continued)
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 totaled $105 in 2010, $57 in 2009 and $0 in 2008.
Performance-Based Restricted Stock Units--During the year ended December 31, 2010, the Compensation Committee of the Board of Directors awarded 29,038 Performance-Based Restricted Stock Units to certain management employees. Similar awards were made in prior periods. The awards vest over specified periods. The following table summarizes Performance-Based Restricted Stock Units as of December 31, 2010:
The fair value of the restricted stock units for awards made prior to January 1, 2006 is based on the market price of our common shares on the date of award and is recognized as compensation cost on the straight-line recognition method over the vesting period. Compensation cost for awards made after December 31, 2005 is determined using a fair-value method, amortized over the requisite service period. “Intrinsic value” is defined as the amount by which the fair market value of a common share of stock exceeds the exercise price of a performance-based restricted stock unit. Compensation expense on restricted stock awards totaled $369 in 2010, $527 in 2009 and $521 in 2008.
For stock-based awards issued on or after January 1, 2006, the fair value of each award was estimated 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 exercise behavior. Expected volatilities utilized in the binomial model are based on historical volatility of our share 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 assumptions:
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
M. Stock-Based Compensation (continued)
General Stock Option Information--The following table summarizes activity under the stock option plans for the year ended December 31, 2010:
“Intrinsic value” is defined as the amount by which the market price of a common share of stock exceeds the exercise price of an option. Information regarding the stock options outstanding at December 31, 2010 is summarized below:
We issue common shares from treasury upon the exercise of stock options, stock-settled stock appreciation rights, performance-based restricted stock units or purchases under the Employee Stock Purchase Plan.
N. Defined Benefit Pension Plans
We have defined benefit pension plans covering certain current and retired U.S. employees. Plans include the Employee Retirement Plan (“ERP”), a plan for bargaining employees not covered by union pension plans that provides benefits at a fixed monthly amount based upon length of service, a Supplemental Executive Retirement Plan (“SERP”) and a Benefit Restoration Pension Plan (“Restoration Plan”) for certain key employees. Both the SERP and the Restoration Plan are defined benefit plans under which nonqualifed supplemental pension benefits will be paid in addition to amounts paid under our qualified retirement defined benefit pension plans, which are subject to Internal Revenue Service limitations on covered compensation.
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
N. Defined Benefit Pension Plans (continued)
During the fourth quarter 2008, our Board of Directors approved an amendment to freeze the ERP and the Restoration Plan, effective December 31, 2008 and implemented enhanced benefits to our defined contribution saving plan-The Davey 401KSOP and ESOP-effective January 1, 2009. The ERP was closed to new participants after December 2008. In connection with the freeze of the ERP and Restoration Plan, (i) benefits currently being paid to retirees continue and (ii) benefits accrued through December 31, 2008 for employees covered by the ERP were not affected. All ERP and Restoration Plan balances remain intact and participant account balances, as well as service credits for vesting and retirement eligibility, remain intact and continue in accordance with the terms of the plans. The freeze of the ERP and Restoration Plan eliminated future accruals only.
In connection with the freeze of the ERP and the Restoration Plan, we recognized a curtailment charge of $80 and, in connection with the finalization of our pension actuarial valuations as of December 31, 2008, we recognized a reduction in the pension benefit obligation of $2,906 and a reduction in the net actuarial loss reported in other comprehensive income (loss) of $1,801, net of tax, during 2008.
The change in benefit obligations and the fair value of plans assets follows:
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
N. Defined Benefit Pension Plans (continued)
Amounts included in accumulated other comprehensive income (loss), related to our defined benefit pension plans follow:
To the extent actuarial losses exceed the greater of 10% of the projected benefit obligation or market-related value of plan assets, the unrecognized actuarial losses will be amortized straight-line on a plan-by-plan basis, over the remaining expected future working lifetime of active participants. The total amount of unrecognized prior service cost and transition asset are also amortized straight-line on a plan-by-plan basis. The total amortization associated with these amounts that is expected to be recognized in net periodic benefit expense for 2011 is follows:
The aggregate projected benefit obligation, accumulated benefit obligation and fair value of plan assets for plans in which the fair value of plan assets is less than either the projected benefit obligation or accumulated benefit obligation follow:
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
N. Defined Benefit Pension Plans (continued)
The actuarial assumptions follow. The discount rates were used to measure the year-end benefit obligation and compute pension expense for the subsequent year.
Net periodic benefit expense (income) associated with the defined benefit pension plans included the following components:
Multiemployer Pension Plans Contributions--Total pension expense for our contributions to multiemployer plans was $2,443 in 2010, $2,178 in 2009, and $2,109 in 2008.
Investment Strategy and Risk Management for Plan Assets--Our investment strategy is to manage the plan assets in order to pay retirement benefits to plan participants while minimizing our cash contributions over the life of the plans. This is accomplished by preserving capital through diversification in high-quality investments through the use of investment managers and mutual funds. Performance of all investment managers and mutual funds is monitored quarterly and evaluated over rolling three-to-five year periods.
The plan assets are divided into asset classes that include equity, fixed income, and alternative investments and allocated among target allocations to include: (a) equities of a minimum 60% to a maximum of 70%; (b) fixed income and cash of a minimum 20% to a maximum of 30%; and, (c) alternative investments of a minimum of zero to a maximum of 10%. The purpose of the equity asset class is to provide a total return that simultaneously provides for growth in principal and current income while at the same time preserving the purchasing power of the plan assets, even though assets invested in equities have greater market volatility and risk. The purpose of the fixed income asset class is to provide a deflation hedge, to reduce the overall volatility of plan assets and to produce current income in support of the needs of the plan. The purpose of alternative investments is the diversification benefit of alternative strategies.
Equity assets are to be allocated within certain ranges among the asset categories of large cap growth, and value; small/midcap growth, and value; and international growth, and value. Each of the equity asset categories are assigned to an appropriate asset manager or mutual fund. Fixed income assets are allocated within a certain range to mutual funds of fixed income securities. Alternative investment assets are allocated within a certain range to mutual funds and may include the use of leverage. Short-selling, securities lending, financial futures, margins, options, and derivatives are not used. Investments in nonmarketable securities, commodities, or direct ownership of real estate are prohibited.
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
N. Defined Benefit Pension Plans (continued)
Rate-of-return-on-assets assumptions are made by major category of plan assets according to historical analysis, tempered for an assessment of possible future influences that could cause the returns to exceed or trail long-term patterns. The overall expected long-term rate-of-return-on-plan assets net of investment manager fees as at December 31, 2010, was 8%.
Plan Assets--The fair values of our pension plan assets at December 31, 2010 by asset category, using the three-level hierarchy of fair value inputs, were as follows:
The fair values of our pension plan assets at December 31, 2009 by asset category, using the three-level hierarchy of fair value inputs, were as follows:
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
N. Defined Benefit Pension Plans (continued)
Within the pension plan asset categories, the Level 1 investments are publicly traded in active markets and are valued using the net asset value, or closing price of the investment at the measurement date. The Level 2 fixed income investments are held in common trust funds that are actively managed fixed income investment vehicles valued at the net asset value per share multiplied by the number of shares held as of the measurement date.
Expected Benefit Plan Contributions--We expect, as of December 31, 2010, to make defined-benefit contributions totaling $1,059 before December 31, 2011.
Expected Benefit Plan Payments--The benefits, as of December 31, 2010, expected to be paid to defined-benefit plan participants in each of the next five years, and in the aggregate for the five years thereafter, follow:
O. Income Taxes
Income before income taxes was attributable to the following sources:
The provision for income taxes follows:
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
O. Income Taxes (continued)
A reconciliation of the expected statutory U.S. federal rate to our actual effective income tax rate follows:
Deferred income taxes reflect the tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is recorded when it is more-likely-than-not that an income tax benefit will not be realized.
Significant components of our current net deferred tax assets and liabilities at December 31, were as follows:
Significant components of our noncurrent net deferred tax assets and liabilities at December 31, were as follows:
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
O. Income Taxes (continued)
Prior to 2010, we had not recorded deferred income taxes on the undistributed earnings of our Canadian operations, because of management’s intent to indefinitely reinvest such earning outside of the U.S. During the fourth quarter 2010, we repatriated earnings of our Canadian operations due to capital in Canada in excess of current and future projected needs. As a result, we recorded additional U.S. federal and state taxes that are payable as a result of the repatriation of the previously undistributed earnings.
A deferred tax asset has been recorded for the portion of the foreign tax credit that is unavailable in the current year-the foreign tax credit carryforward. A valuation allowance is required when it is more-likely-than-not that all or a portion of a deferred tax asset will not be realized. Because of the uncertainty regarding realization, we recorded a valuation allowance equal to the U.S. tax benefit of the foreign tax credit carryforward-$1,014-which is subject to expiration in 2020, if not utilized.
Deferred taxes have not been provided on the remainder of the undistributed earnings in Canada because these earnings have been, and under current plans will continue to be, indefinitely reinvested outside of the U.S. If, in the future, these earnings are distributed to the U.S. in the form of dividends or otherwise, or if the Company determines such earnings will be remitted in the foreseeable future, the Company would be subject to U.S. income taxes and Canadian withholding taxes. It is not practicable to estimate the amount of taxes that would be payable upon remittance of these earnings given the various tax planning alternatives that we could employ should we decide to repatriate those earnings.
The amount of income taxes we pay is subject to audit by U.S. federal, state and Canadian tax authorities, which may result in proposed assessments. Our estimate for the potential outcome for any uncertain tax issue is highly judgmental. Uncertain tax positions are recognized only if they are more-likely-than-not to be upheld during examination based on their technical merits. The measurement of the uncertain tax position is based on the largest benefit amount that is more-likely-than-not (determined on a cumulative probability basis) to be realized upon settlement of the matter. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense may result.
The balance of unrecognized benefits and the amount of related interest and penalties at December 31, were as follows:
We recognize interest accrued related to unrecognized tax benefits in income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense.
During the fourth quarter 2010, the U.S. Internal Revenue Service completed its audit of the Company’s U.S. income tax returns for 2007 and 2008 and 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 2008.
As of December 31, 2010, if certain pending tax matters settle, we believe it is reasonably possible that additional payments approximating $250 will be made during the next twelve months. However, we do not anticipate an increase or decrease in our total uncertain tax positions during the next twelve months that would be material to our financial condition or the results of operations.
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
O. Income Taxes (continued)
The changes in our unrecognized tax benefits are summarized in the table below:
P. Comprehensive Income (Loss)
Comprehensive income (loss) is comprised of net income and other adjustments that relate to currency translation adjustments, changes in the fair value of interest rate contracts qualifying as cash flow hedges, and defined benefit pension plan adjustments. We do not provide income taxes on currency translation adjustments, as the earnings of our Canadian operations are considered to be indefinitely reinvested.
The following summarizes the components of other comprehensive income (loss) accumulated in shareholders’ equity:
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
Q. Earnings Per Share
Earnings per share is computed as follows:
R. Operations by Business Segment and Geographic Information
Our operating results are reported in two segments: Residential and Commercial Services, and Utility Services.
Residential and Commercial Services provides for the treatment, preservation, maintenance, cultivation, planting and removal of trees, shrubs and other plant life; its services also include landscaping, tree surgery, tree feeding, and tree spraying, as well as the application of fertilizer, herbicides and insecticides. Utility Services is principally engaged in line clearing for investor-owned and municipal utilities, including the clearing of tree growth from power lines, clearance of rights-of-way and chemical brush control. Davey Resource Group, which provides services related to natural resource management and consulting, forestry research and development, and environmental planning and also maintains research, technical support and laboratory diagnostic facilities, is a nonreportable segment and, along with other operating activities, is 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. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies except that (a) we compute and recognize depreciation expense for our segments only by the straight-line method and (b) state income taxes are allocated to the segments. Corporate expenses are substantially allocated among the operating segments, but the nature of expenses allocated may differ from year-to-year. There are no intersegment revenues.
Segment assets are those generated or directly used by each segment, and include accounts receivable, inventory, and property and equipment.
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
R. Operations by Business Segment and Geographic Information (continued)
Information on reportable segments and reconciliation to the consolidated financial statements follows:
Reconciling adjustments from segment reporting to consolidated external financial reporting include unallocated corporate items:
(a)
Reconciling adjustments from segment reporting to consolidated external financial reporting include reclassification of depreciation expense and allocation of corporate expenses.
(b)
Reduction to straight-line depreciation expense from declining balance method and depreciation and amortization of corporate assets.
(c)
Corporate assets include cash, prepaid expenses, corporate facilities, enterprise-wide information systems and other nonoperating assets.
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
R. Operations by Business Segment and Geographic Information (continued)
Geographic Information--The following presents revenues and long-lived assets by geographic territory:
S. Financial Instruments and Fair Value Measurements
Financial Instruments--The fair values of our current assets and current liabilities, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses among others, approximate their reported carrying values because of their short-term nature. The fair value of our assets invested for self-insurance, consisting of money market savings account deposits, approximates the carrying value and is classified as other assets, noncurrent. Financial instruments classified as noncurrent liabilities and their carrying values and fair values were as follows:
The carrying value of our revolving credit facility approximates fair value as the interest rates on the amounts outstanding are variable. The fair value of our term loans is determined based on expected future weighted-average interest rates with the same remaining maturities.
Market Risk and Derivative Financial Instruments
In the normal course of business, we are exposed to market risk related to changes in foreign currency exchange rates and changes in interest rates. We do not hold or issue derivative financial instruments for trading or speculative purposes. We manage interest rate risk by using derivative financial instruments, specifically interest rate swaps.
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
S. Financial Instruments and Fair Value Measurements (continued)
Foreign Currency Rate Risk--We are exposed to market risk related to foreign currency exchange rate risk resulting from our operations in Canada, where we provide a comprehensive range of horticultural services. Our financial results could be affected by factors such as changes in the foreign currency exchange rate or differing economic conditions in the Canadian markets as compared with the markets for our services in the United States. Our earnings are affected by translation exposures from currency fluctuations in the value of the U.S. dollar as compared to the Canadian dollar. Similarly, the Canadian dollar-denominated assets and liabilities may result in financial exposure as to the timing of transactions and the net asset/(liability) position of our Canadian operations. Presently, we do not engage in hedging activities related to our foreign currency rate risk.
Interest Rate Risk--We are exposed to market risk related to changes in interest rates on long-term debt obligations. The interest rates on substantially all of our long-term debt outstanding are variable. We have entered into interest rate swap contracts--derivative financial instruments--with the objective of altering interest rate exposures related to variable debt.
Interest Rate Swaps--As of December 31, 2010, we held interest rate swap contracts--cash-flow hedges--to effectively convert a portion of our variable-rate revolving credit borrowings to a fixed rate, thus reducing the impact of interest-rate changes on future interest expense. Under the contracts, we agree with the counterparty to exchange, at specified intervals, the difference between variable rate and fixed rate amounts calculated on a notional principal amount. These interest rate swaps have reset dates and fixed-rate indices that match those of our underlying variable-rate long-term debt and have been designated as cash-flow hedges for a portion of that debt. As all of the critical terms of our interest rate swap contracts match the debt to which they pertain, there was no ineffectiveness related to these interest rate swaps in 2010, 2009 or 2008 and all related unrealized gains and losses were deferred in accumulated other comprehensive income (loss). No material amounts were recognized in the results of operations related to our interest rate swaps during 2010, 2009 or 2008.
We have three interest rate swaps with the notional value totaling $30,000 as of December 31, 2010. The following summarizes the amount of the long-term debt hedged (which is the notional principal amount of the interest rate swaps), the percentage of long-term debt hedged and the gross fair value of the asset/(liability) position of the interest rate swaps.
The following summarizes the amount of the gains (losses) recognized in other comprehensive income from the interest rate swaps:
Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 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.
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
S. Financial Instruments and Fair Value Measurements (continued)
Valuation Hierarchy--A valuation hierarchy is used for presentation of the inputs to measure fair value. The hierarchy prioritizes the inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.
Our assets and liabilities measured at fair value on a recurring basis at December 31, 2010 and December 31, 2009, were as follows:
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 values of our interest rate swaps are calculated based on market rates to settle the instruments--classified as Level 2--and represent the estimated amounts we would pay upon transfer, taking into consideration current market rates and creditworthiness. 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.
The fair values of our defined benefit pension plan assets at December 31, 2010 by asset category, using the three-level hierarchy of fair value inputs, are included in Note N, “Defined Benefit Pension Plans.”
List of Financial Statements and Financial Statement Schedules
The Davey Tree Expert Company
Notes to Consolidated Financial Statements--(Continued)
December 31, 2010
(In thousands, except share data)
T. Commitments and Contingencies
At December 31, 2010, we were contingently liable to our principal banks in the amount of $50,047 for letters of credit outstanding primarily related to insurance coverage.
In certain circumstances, we have performance obligations that are supported by surety bonds in connection with our contractual commitments.
We are party to a number of lawsuits, threatened lawsuits and other claims arising out of the normal course of business. Management is of the opinion that liabilities which may result are adequately covered by insurance, or reflected in the self-insurance accruals, and would not be material in relation to the financial position or results of operations.
U. Quarterly Results of Operations (Unaudited)
The following is a summary of the results of operations for each quarter of 2010 and 2009.
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