Document and Entity Information
Document and Entity Information Document - shares | 6 Months Ended | |
Jul. 01, 2017 | Jul. 28, 2017 | |
Entity Information [Line Items] | ||
Entity registrant name | DAVEY TREE EXPERT CO | |
Entity central index key | 277,638 | |
Current fiscal year end date | --12-31 | |
Entity filer category | Accelerated Filer | |
Document type | 10-Q/A | |
Document period end date | Jul. 1, 2017 | |
Document fiscal year focus | 2,017 | |
Document fiscal period focus | Q2 | |
Amendment flag | false | |
Entity common stock, shares outstanding | 24,579,989 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 | |
Current assets: | |||
Cash | $ 9,683 | $ 9,006 | |
Accounts receivable, net | 157,555 | 146,134 | |
Operating supplies | 10,878 | 7,277 | |
Other current assets | 9,644 | 16,356 | |
Total current assets | 187,760 | 178,773 | |
Property and equipment | 608,435 | 588,650 | |
Less accumulated depreciation | 409,677 | 409,214 | |
Property and equipment, net | 198,758 | 179,436 | |
Other assets | 32,299 | 31,354 | |
Identified intangible assets and goodwill, net | 41,355 | 34,376 | |
Total assets | 460,172 | 423,939 | |
Current liabilities: | |||
Accounts payable | 38,507 | 41,283 | |
Accrued expenses | 37,622 | 37,659 | |
Other current liabilities | 33,071 | 39,963 | |
Total current liabilities | 109,200 | 118,905 | |
Long-term debt | 129,296 | 92,290 | |
Self-insurance accruals | 44,955 | 39,746 | |
Other noncurrent liabilities | 19,552 | 20,819 | |
Total liabilities | 303,003 | 271,760 | |
Redeemable common shares related to 401KSOP and Employee Stock Ownership Plan (ESOP) | 123,169 | 124,201 | |
Common shareholders' equity: | |||
Common shares, $1.00 par value, per share; 48,000 shares authorized; 42,914 shares issued and outstanding before deducting treasury shares as of July 1, 2017 and December 31, 2016 | [1] | 36,183 | 35,857 |
Additional paid-in capital | [1] | 52,514 | 41,626 |
Common shares subscribed, unissued | 7,920 | 8,209 | |
Retained earnings | [1] | 138,468 | 133,951 |
Accumulated other comprehensive loss | (10,645) | (12,162) | |
Shareholders' equity before treasury stock | 224,440 | 207,481 | |
Less: Cost of common shares held in treasury; 18,336 shares at July 1, 2017 and 17,991 shares at December 31, 2016 | 187,888 | 176,530 | |
Common shares subscription receivable | 2,552 | 2,973 | |
Common shareholders' equity | 34,000 | 27,978 | |
Total liabilities and shareholders' equity | $ 460,172 | $ 423,939 | |
[1] | Adjusted for two-for-one stock split |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) | 6 Months Ended | |||
Jul. 01, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares | |||
Statement of Financial Position [Abstract] | ||||
Common shares, par value | $ / shares | $ 1 | $ 1 | ||
Common shares, authorized | 48,000,000 | 48,000,000 | ||
Common shares, issued | [1] | 36,183,000 | 35,857,000 | |
Temporary Equity, Shares Outstanding | 6,731,000 | 7,057,000 | ||
Common shares, outstanding | 36,183,000 | [1] | 35,857,000 | |
Common shares held in treasury | [1] | 18,336,000 | 17,990,000 | |
Stock split, conversion ratio | 2 | |||
[1] | Adjusted for two-for-one stock split |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 01, 2017USD ($)$ / sharesshares | Jul. 02, 2016USD ($)$ / sharesshares | Jul. 01, 2017USD ($)$ / sharesshares | Jul. 02, 2016USD ($)$ / sharesshares | ||
Income Statement [Abstract] | |||||
Revenues | $ 245,037 | $ 224,763 | $ 437,850 | $ 405,596 | |
Costs and expenses: | |||||
Operating | 151,525 | 137,132 | 285,184 | 260,305 | |
Selling | 40,816 | 36,859 | 76,350 | 71,189 | |
General and administrative | 15,560 | 14,675 | 32,307 | 31,814 | |
Depreciation and amortization | 13,000 | 12,290 | 25,190 | 23,631 | |
Gain on sale of assets, net | (1,176) | (479) | (2,151) | (509) | |
Costs and expenses | 219,725 | 200,477 | 416,880 | 386,430 | |
Income from operations | 25,312 | 24,286 | 20,970 | 19,166 | |
Other income (expense): | |||||
Interest expense | (1,072) | (1,062) | (2,329) | (2,027) | |
Interest income | 73 | 60 | 143 | 128 | |
Other, net | (992) | (1,156) | (1,784) | (1,755) | |
Income before income taxes | 23,321 | 22,128 | 17,000 | 15,512 | |
Income taxes | 9,098 | 8,819 | 6,664 | 6,391 | |
Net income | $ 14,223 | $ 13,309 | $ 10,336 | $ 9,121 | |
Net income per share: | |||||
Basic | $ / shares | [1] | $ 0.57 | $ 0.52 | $ 0.41 | $ 0.35 |
Diluted | $ / shares | [1] | $ 0.55 | $ 0.50 | $ 0.40 | $ 0.34 |
Weighted-average shares outstanding: | |||||
Basic | shares | [1] | 24,998 | 25,740 | 24,984 | 25,958 |
Diluted | shares | [1] | 25,985 | 26,698 | 25,998 | 26,968 |
Dividends declared per share | $ / shares | [1] | $ 0.025 | $ 0.025 | $ 0.050 | $ 0.050 |
Stock split, conversion ratio | 2 | ||||
[1] | Adjusted for two-for-one stock split |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 14,223 | $ 13,309 | $ 10,336 | $ 9,121 |
Components of other comprehensive income/(loss), net of tax: | ||||
Foreign currency translation adjustments | 881 | 245 | 1,203 | 1,997 |
Amortization of defined benefit pension items: | ||||
Net actuarial loss | 147 | 146 | 294 | 508 |
Prior service cost | 10 | 0 | 20 | 0 |
Defined benefit pension plan adjustments | 157 | 146 | 314 | 508 |
Other comprehensive income, net of tax | 1,038 | 391 | 1,517 | 2,505 |
Comprehensive income | $ 15,261 | $ 13,700 | $ 11,853 | $ 11,626 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2017 | Jul. 02, 2016 | |
Operating activities | ||
Net income | $ 10,336 | $ 9,121 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 25,190 | 23,631 |
Other | (909) | 1,135 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (9,662) | (20,816) |
Operating liabilities | 1,123 | 570 |
Other, net | 1,589 | 4,993 |
Adjustments to reconcile net income to net cash provided by operating activities: | 17,331 | 9,513 |
Net cash provided by operating activities | 27,667 | 18,634 |
Capital expenditures: | ||
Equipment | (37,858) | (36,373) |
Land and building | (2,992) | (1,463) |
Purchases of businesses, net of cash acquired | (7,452) | (3,497) |
Other | 2,667 | 671 |
Net cash used in investing activities | (45,635) | (40,662) |
Financing activities | ||
Revolving credit facility proceeds, net | 35,500 | 31,500 |
Purchase of common shares for treasury | (17,002) | (11,627) |
Sale of common shares from treasury | 10,136 | 8,155 |
Dividends | (1,268) | (1,314) |
Payments of notes payable | (8,721) | (7,350) |
Net cash provided by financing activities | 18,645 | 19,364 |
Increase/(decrease) in cash | 677 | (2,664) |
Cash, beginning of period | 9,006 | 16,030 |
Cash, end of period | 9,683 | 13,366 |
Supplemental cash flow information follows: | ||
Interest paid | 2,480 | 1,035 |
Income taxes paid | $ 3,179 | $ 505 |
Basis of Financial Statement Pr
Basis of Financial Statement Preparation | 6 Months Ended |
Jul. 01, 2017 | |
Accounting Policies [Abstract] | |
Basis of Financial Statement Preparation [Text Block] | Basis of Financial Statement Preparation The condensed consolidated financial statements present the financial position, results of operations and cash flows of The Davey Tree Expert Company and its subsidiaries. When we refer to “we,” “us,” “our,” “Davey,” or “Davey Tree”, we mean The Davey Tree Expert Company and its subsidiaries, unless otherwise expressly stated or the context indicates otherwise. We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), as codified in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), and with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The consolidated financial statements include all adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal, recurring nature. All significant intercompany accounts and transactions have been eliminated. Certain information and disclosures required by U.S. GAAP for complete financial statements have been omitted in accordance with the rules and regulations of the SEC. We suggest that these condensed consolidated financial statements be read in conjunction with the financial statements included in our annual report on Form 10-K/A for the year ended December 31, 2016 (the “ 2016 Annual Report”). Per Common Share Information --We have given consideration to the two -for-one stock split of our common shares effective June 1, 2017 including all common and per share data. In connection with the stock split, we made a classification adjustment between additional paid-in capital and retained earnings to adjust the effect of the original retroactive application of the two -for-one stock split as of July 1, 2017 and December 31, 2016. Use of Estimates in Financial Statement Preparation --The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect reported amounts. Our consolidated financial statements include amounts that are based on management’s best estimates and judgments. Estimates are used for, but not limited to, accounts receivable valuation, depreciable lives of fixed assets, self-insurance accruals, income taxes and revenue recognition. Actual results could differ from those estimates. Interim Results of Operations --Interim results may not be indicative of calendar year performance because of seasonal and short-term variations. Recent Accounting Guidance Accounting Standards Adopted in 2017 Accounting Standards Update 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting --In March 2016, the FASB issued ASU 2016-09, “Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” with the objective to simplify several aspects of the accounting for share-based payment transactions, including: the income tax consequences; classification of awards as either equity or liabilities; classification of certain items on the statement of cash flows; and, accounting for forfeitures. ASU 2016-09 became effective for Davey Tree on January 1, 2017 and we elected to make an accounting policy change to recognize forfeitures as they occur. The adoption impact on the consolidated condensed balance sheet was a cumulative-effect adjustment of $ 162 , increasing opening retained earnings and decreasing additional paid-in capital. A. Basis of Financial Statement Preparation (continued) Accounting Standards Not Yet Adopted Accounting Standards Update 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting --In May 2017, the FASB issued ASU 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting,” which provides guidance on which changes in the terms or conditions of a share-based payment award require modification accounting under Topic 718. Modification accounting is required for changes in terms or conditions unless the fair value, vesting condition and classification of the modified award is the same as the original award. The update is effective for annual and interim periods beginning after December 15, 2017, which for Davey Tree would be January 1, 2018. Early adoption is permitted. We do not expect the adoption of ASU 2017-09 to have a material impact on our consolidated financial statements. Accounting Standards Update 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment -- In January 2017, the FASB issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350),” which simplifies the subsequent measurement of goodwill by eliminating Step 2 of the goodwill impairment test which required entities to fair value their assets and liabilities using procedures that would be followed in an assumed business combination to arrive at the impairment charge. Under ASU 2017-04, the goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying amount and an impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The update is effective for annual or interim periods beginning after December 15, 2019, which for Davey Tree is January 1, 2020. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The Company intends to early adopt ASU 2017-04 during the fourth quarter 2017 and does not expect the adoption to have a material effect on the Company’s consolidated financial statements or related disclosures. Accounting Standards Update 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the FASB Emerging Issues Task Force) --In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which provides guidance on how cash receipts and cash payments related to eight specific cash flow issues are presented and classified in the statement of cash flows, with the objective of reducing the existing diversity in practice. The update is effective for annual periods beginning after December 15, 2017, which for Davey Tree would be January 1, 2018. Early adoption is permitted. We do not expect the adoption of ASU 2016-15 to have a material impact on our consolidated financial statements. Accounting Standards Update 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost --In March 2017, the FASB issued ASU 2017-07, “Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” which changes the presentation of net periodic benefit cost related to employer sponsored defined benefit plans and other postretirement benefits. Under ASU 2017-07, service costs will be included within the same income statement line item as other compensation costs arising from services rendered by pertinent employees during the period. The other components of net periodic benefit pension cost will be presented separately outside of income from operations. Additionally, only service costs may be capitalized in assets. ASU 2017-07 is effective for fiscal years beginning after December 15, 2017, which for Davey Tree is January 1, 2018. Management has not yet completed its assessment of the impact of the new standard on the Company’s consolidated financial statements. A. Basis of Financial Statement Preparation (continued) Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606 )--In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which will replace all current U.S. GAAP guidance on revenue recognition and eliminate all industry-specific guidance. The new revenue recognition guidance provides a unified model to determine when and how revenue is recognized. The underlying principle is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration which the entity expects to receive in exchange for those goods and services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of the time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced information to be presented in the financial statements regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Subsequent to the issuance of ASU 2014-09, the FASB has provided additional implementation guidance updates related to ASU 2014-09, including: a. ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (‘Update 2015-14’),” which responded to stakeholders’ requests to defer the effective date of the guidance in ASU 2014-09. b. ASU 2016-08 , “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net ) (‘Update 2016-08’),” which clarifies the implementation guidance on principal versus agent considerations. c. ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (‘Update 2016-10’),” which clarifies multiple aspects of Topic 606. d. ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (‘Update 2016-12’),” which provides clarifying guidance in a few narrow areas and adds some practical expedients to the guidance. The effective date and the transition requirements for the Updates are the same as the effective date of Topic 606 ASU 2015-14, which becomes effective for Davey Tree beginning with the first quarter 2018 and can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. The FASB also affirmed its proposal to permit all entities to apply the new revenue standard early, but not before the original effective date, which for Davey Tree would be the first quarter 2017. The new revenue guidance will supersede existing revenue guidance affecting our Company, and may also affect our business processes and our information technology systems. Management has assembled an internal project team and is analyzing contracts with our customers covering the significant streams of the Company’s annual revenues under the provisions of the new standard. The analysis of contracts with customers is time-consuming given the unique nature of the individual contracts with our customers and is expected to be completed in the near future. While the full impact of adopting the standard is not currently known, the Company currently has identified certain impacts related to the recognition of certain variable, incentive-based components of contracts related to the timing of revenue recognition. The Company is A. Basis of Financial Statement Preparation (continued) continuing to assess all other aspects of the standard and the identification of other accounting impacts is possible. The Company has evaluated the disclosure requirements under the standard and is in the process of implementing necessary changes to our systems, policies and the related internal controls as a result. We plan to adopt ASU 2014-09 using the modified retrospective approach effective January 1, 2018. Accounting Standards Update 2016-02, Leases (Topic 842)-- In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 establishes a comprehensive new lease accounting model. The new standard: (a) clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and, (c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than twelve months. The new standard is effective for interim and annual periods beginning after December 15, 2018, which for Davey Tree would be January 1, 2019. Early adoption is permitted. The new standard requires a modified retrospective transition for capital or operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements, but it does not require transition accounting for leases that expire prior to the date of initial application. We are currently evaluating the impact of the new standard on our consolidated financial statements. |
Correction of an Error (Notes)
Correction of an Error (Notes) | 6 Months Ended |
Jul. 01, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Changes and Error Corrections [Text Block] | Correction of an Error The Davey 401KSOP and ESOP Plan includes a put option for the Company’s common shares distributed from the Davey 401KSOP and ESOP Plan. Shares are distributed from the Davey 401KSOP and ESOP Plan to former participants of the plan, their beneficiaries, donees or heirs (each, a “participant”). Since our common shares are not readily tradeable on an established market, participants who receive a distribution of common shares from the Davey 401KSOP and ESOP Plan have two 60 -day periods in which they may require the Company to purchase the distributed shares at a per share price equal to their fair value. The first 60 -day period begins to run upon the distribution of shares by the trustee of the Davey 401KSOP and ESOP Plan; if the participant does not exercise the put option within this period, an additional 60 -day period will begin to run on the first anniversary of the date the shares were distributed by the trustee. Once the put option is exercised, the Company is obligated to repurchase the shares for cash. The common shares held by the Davey 401KSOP and ESOP Plan as well as shares distributed from the Davey 401KSOP and ESOP Plan, which remain subject to redemption (collectively the "Davey 401KSOP and ESOP Plan related shares") were previously classified in permanent equity. Due to the Company’s obligation under the put option, the Davey 401KSOP and ESOP Plan related shares are now recorded at fair value and classified as temporary equity in the mezzanine section of the consolidated balance sheets. The effects of the error correction on the consolidated balance sheets are shown below. See Notes L and P. The below amounts also reflect the adjustment related to the stock split described in Note A. B. Correction of an Error (continued) Classification As Previously Effect of Adjustment Reported Error Related to As Restated July 1, 2017 Correction Stock Split July 1, 2017 Redeemable common shares related to 401KSOP and Employee Stock Ownership Plan (ESOP) $ — $ 123,169 $ — $ 123,169 Common Shares 42,914 (2,425 ) (4,306 ) 36,183 Additional Paid-in Capital 7,899 23,158 21,457 52,514 Retained Earnings 299,521 (143,902 ) (17,151 ) 138,468 Classification As Previously Effect of Adjustment Reported Error Related to As Restated December 31, 2016 Correction Stock Split December 31, 2016 Redeemable common shares related to 401KSOP and Employee Stock Ownership Plan (ESOP) $ — $ 124,201 $ — $ 124,201 Common Shares 42,914 (2,751 ) (4,306 ) 35,857 Additional Paid-in Capital 2,429 17,740 21,457 41,626 Retained Earnings 290,292 (139,190 ) (17,151 ) 133,951 |
Seasonality of Business
Seasonality of Business | 6 Months Ended |
Jul. 01, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information, Explanatory Disclosure | Seasonality of Business Due to the seasonality of our business, our operating results for the six months ended July 1, 2017 are not indicative of results that may be expected for any other interim period or for the year ending December 31, 2017 . Business seasonality traditionally results in higher revenues during the second and third quarters as compared with the first and fourth quarters of the year, while the methods of accounting for fixed costs, such as depreciation expense, amortization, rent and interest expense, are not significantly impacted by business seasonality. |
Accounts Receivable, Net and Su
Accounts Receivable, Net and Supplemental Balance-Sheet Information | 6 Months Ended |
Jul. 01, 2017 | |
Accounts Receivable, Net and Supplemental Balance-Sheet Information [Abstract] [Abstract] | |
Accounts receivable net and supplemental balance-sheet information [Text Block] | Accounts Receivable, Net and Supplemental Balance-Sheet Information Accounts receivable, net, consisted of the following: Accounts receivable, net July 1, December 31, Accounts receivable $ 126,751 $ 128,202 Receivables under contractual arrangements 34,293 21,541 161,044 149,743 Less allowances for doubtful accounts 3,489 3,609 Accounts receivable, net $ 157,555 $ 146,134 Receivables under contractual arrangements consist of work-in-process in accordance with the terms of contracts, primarily with utility services customers. The following items comprise the amounts included in the balance sheets: Other current assets July 1, December 31, Refundable income taxes $ 94 $ 548 Prepaid expense 9,251 14,493 Other 299 1,315 Total $ 9,644 $ 16,356 Accrued expenses July 1, December 31, Employee compensation $ 14,189 $ 18,438 Accrued compensated absences 9,663 9,215 Self-insured medical claims 5,428 2,961 Income tax payable 3,744 953 Customer advances, deposits 756 2,997 Taxes, other than income 2,431 2,166 Other 1,411 929 Total $ 37,622 $ 37,659 |
Business Combinations (Notes)
Business Combinations (Notes) | 6 Months Ended |
Jul. 01, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Our investment in businesses during the first six months of 2017 was $10,877 , including debt issued, in the form of notes payable to the sellers, of $3,099 , and have been included in our residential and commercial segment. Measurement-period adjustments are not complete. The measurement period for purchase price allocations ends as soon as information of the facts and circumstances becomes available, but does not exceed one year from the acquisition date. During the six months ended July 2, 2016 , our investment in businesses was $ 4,170 , with liabilities assumed of $ 98 and $575 debt issued. E. Business Combinations (continued) I n March 2017, the Company acquired all of the outstanding common stock of Arborguard Tree Specialists Inc. (“Arborguard”), a residential and commercial tree care company, and certain assets of TTS&G, LLC, a leasing company related to Arborguard, for $7,200 in cash, with liabilities assumed of $1,416 and debt issued of $2,724 . Arborguard’s revenue for the year ended February 28, 2017 was approximately $10,711 . The acquisition of Arborguard was accounted for under the acquisition method of accounting. The entire purchase price allocation for Arborguard is preliminary. At July 1, 2017, the fair values of the assets acquired and liabilities assumed have been preliminarily estimated and the excess consideration of $3,104 has been preliminarily recorded as goodwill pending finalization of the fair value. These preliminary estimates will be revised during the measurement period in 2017 as all pertinent information regarding finalization of the valuations for fixed assets, intangible assets, goodwill (including the amount expected to be deductible for tax purposes), tangible assets, other liabilities and deferred income tax assets and liabilities acquired are fully evaluated by the Company. The following table summarizes the preliminary purchase price allocation of the estimated fair values of the assets acquired and liabilities assumed: Six Months Ended July 1, Detail of acquisitions: Assets acquired: Cash $ 326 Receivables 1,759 Prepaid expense 128 Equipment 1,904 Deposits and other 129 Finite-lived intangibles 4,566 Goodwill 3,504 Liabilities assumed (1,439 ) Debt issued for purchases of businesses (3,099 ) Cash paid $ 7,778 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 period ending July 1, 2017 was not significant. Pro forma net sales and results of operations for the acquisition had it occurred at the beginning of the six months ended July 1, 2017 are not material and, accordingly, are not provided. |
Identified Intangible Assets an
Identified Intangible Assets and Goodwill, Net | 6 Months Ended |
Jul. 01, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Identified intangible assets and goodwill, net [Text Block] | Identified Intangible Assets and Goodwill, Net The carrying amounts of the identified intangibles and goodwill acquired in connection with our historical investments in businesses were as follows: July 1, 2017 December 31, 2016 Identified Intangible Assets and Goodwill, Net Carrying Amount Accumulated Amortization Carrying Amount Accumulated Amortization Amortized intangible assets: Customer lists/relationships $ 21,711 $ 16,036 $ 17,822 $ 15,171 Employment-related 7,389 6,499 7,032 6,386 Tradenames 5,960 5,001 5,634 4,860 Amortized intangible assets $ 35,060 $ 27,536 $ 30,488 $ 26,417 Less accumulated amortization 27,536 26,417 Identified intangibles, net 7,524 4,071 Unamortized intangible assets: Goodwill 33,831 30,305 $ 41,355 $ 34,376 The changes in the carrying amounts of goodwill, by segment, for the year ended December 31, 2017 follow: Balance at January 1, 2017 Acquisitions Translation and Other Adjustments Balance at July 1, 2017 Utility $ 3,424 $ — $ — $ 3,424 Residential and Commercial 26,881 3,504 22 30,407 Total $ 30,305 $ 3,504 $ 22 $ 33,831 |
Long-Term Debt and Commitments
Long-Term Debt and Commitments Related to Letters of Credit | 6 Months Ended |
Jul. 01, 2017 | |
Debt Disclosure [Abstract] | |
Long-term debt and commitments related to letters of credit [Text Block] | Long-Term Debt and Commitments Related to Letters of Credit Our long-term debt consisted of the following: July 1, December 31, Revolving credit facility Swing-line borrowings $ 7,500 $ 10,000 LIBOR borrowings 95,000 57,000 102,500 67,000 Senior unsecured notes 24,000 24,000 Term loans 10,252 16,151 Capital leases 2,620 2,343 139,372 109,494 Less debt issuance costs 263 333 Less current portion 9,813 16,871 $ 129,296 $ 92,290 Revolving Credit Facility --We have a $175,000 revolving credit facility with a group of banks, which will expire in November 2018 and permits borrowings, as defined, up to $175,000 , including a letter of credit sublimit of $100,000 and a swing-line commitment of $15,000 . Under certain circumstances, the amount available under the revolving credit facility may be increased to $210,000 . The revolving credit facility contains certain affirmative and negative covenants customary for this type of facility and includes financial covenant ratios with respect to a maximum leverage ratio and a maximum balance-sheet leverage ratio. As of July 1, 2017 , we had unused commitments under the facility approximating $68,429 , with $106,571 committed, consisting of borrowings of $102,500 and issued letters of credit of $4,071 . Borrowings outstanding bear interest, at Davey Tree’s option, of either (a) a base rate or (b) LIBOR plus a margin adjustment ranging from .75% to 1.50% --with the margin adjustments in both instances based on the Company's leverage ratio at the time of borrowing. The base rate is the greater of (i) the agent bank’s prime rate, (ii) LIBOR plus 1.50% , or (iii) the federal funds rate plus .50% . A commitment fee ranging from .10% to .25% is also required based on the average daily unborrowed commitment. 5.09 % Senior Unsecured Notes --The senior unsecured notes are due July 22, 2020 and were issued during July 2010 as 5.09 % Senior Unsecured Notes, Series A (the " 5.09 % Senior Notes"), pursuant to a Master Note Purchase Agreement (the “Purchase Agreement”) between the Company and the purchasers of the 5.09 % Senior Notes. The 5.09 % Senior Notes are equal in right of payment with our revolving credit facility and all other senior unsecured obligations of the Company. Interest is payable semiannually and five equal, annual principal payments commenced 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. Accounts Receivable Securitization Facility --On May 8, 2017, the Company amended its Accounts Receivable Securitization Facility (the "AR Securitization program") to extend the scheduled termination date for an additional one -year period and increase the limit of the facility from $60,000 to $100,000 . G. Long-Term Debt and Commitments Related to Letters of Credit (continued) As of July 1, 2017 , we had issued letters of credit of $58,150 under the terms of the AR securitization program. Under the AR securitization program, Davey Tree transfers by selling or contributing current and future trade receivables to a wholly-owned, bankruptcy-remote financing subsidiary which pledges a perfected first priority security interest in the trade receivables--equal to the issued letters of credit as of July 1, 2017 --to the bank in exchange for the bank issuing letters of credit ("LCs"). Fees payable to the bank include: (a) an LC issuance fee, payable on each settlement date, in the amount of .90% per annum on the aggregate amount of all LCs outstanding plus outstanding reimbursement obligations (e.g., arising from drawn LCs), if any, and (b) an unused LC fee, payable monthly, equal to (i) .35% per annum for each day on which the sum of the total LCs outstanding plus any outstanding reimbursement obligations is greater than or equal to 50% of the facility limit and (ii) .45% per annum for each day on which the sum of the total LCs outstanding plus any outstanding reimbursement obligations is less than 50% of the facility limit. If an LC is drawn and the bank is not immediately reimbursed in full for the drawn amount, any outstanding reimbursement obligation will accrue interest at a per annum rate equal to a reserve-adjusted LIBOR or, in certain circumstances, a base rate equal to the higher of (i) the bank’s prime rate and (ii) the federal funds rate plus .50% and, following any default, 2.00% plus the greater of (a) adjusted LIBOR and (b) a base rate equal to the higher of (i) the bank’s prime rate and (ii) the federal funds rate plus .50% . The agreements underlying the AR securitization program contain various customary representations and warranties, covenants, and default provisions which provide for the termination and acceleration of the commitments under the AR securitization program in circumstances including, but not limited to, failure to make payments when due, breach of a representation, warranty or covenant, certain insolvency events or failure to maintain the security interest in the trade receivables, and defaults under other material indebtedness. Total Commitments Related to Issued Letters of Credit --As of July 1, 2017 , total commitments related to issued letters of credit were $64,221 , of which $4,071 were issued under the revolving credit facility, $58,150 were issued under the AR securitization program, and $2,000 were issued under short-term lines of credit. As of December 31, 2016 , total commitments related to issued letters of credit were $64,225 , of which $4,071 were issued under the revolving credit facility, $58,150 were issued under the AR securitization facility, and $2,004 were issued under short-term lines of credit. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jul. 01, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based compensation[Text Block] | Stock-Based Compensation We have given consideration to the two -for-one stock split of our common shares effective June 1, 2017 including all common and per share data. Our shareholders approved the 2014 Omnibus Stock Plan (the “2014 Stock Plan”) at our annual meeting of shareholders on May 20, 2014. The 2014 Stock Plan replaced the expired 2004 Omnibus Stock Plan (the “2004 plan”) previously approved by the shareholders in 2004. The 2014 Stock Plan is administered by the Compensation Committee of the Board of Directors and has a term of ten years. All directors of the Company and employees of the Company and its subsidiaries are eligible to participate in the 2014 Stock Plan. The 2014 Stock Plan (similar to the 2004 plan) continues the maintenance of the Employee Stock Purchase Plan, as well as provisions for the grant of stock options and other stock-based incentives. The 2014 Stock Plan provides for the grant of five percent of the number of the Company’s common shares outstanding as of the first day of each fiscal H. Stock-Based Compensation (continued) year plus the number of common shares that were available for grant of awards, but not granted, in prior years. In no event, however, may the number of common shares available for the grant of awards in any fiscal year exceed ten percent of the common shares outstanding as of the first day of that fiscal year. Common shares subject to an award that is forfeited, terminated, or canceled without having been exercised are generally added back to the number of shares available for grant under the 2014 Stock Plan. Stock-based compensation expense under all share-based payment plans -- our Employee Stock Purchase Plan, stock option plans, stock-settled stock appreciation rights and restricted stock units -- included in the results of operations follows: Three months ended Six Months Ended July 1, July 2, July 1, July 2, Compensation expense, all share-based payment plans $ 1,462 $ 678 $ 2,448 $ 1,324 Stock-based compensation consisted of the following: Employee Stock Purchase Plan --Under the Employee Stock Purchase Plan, all full-time employees with one year of service are eligible to purchase, through payroll deduction, common shares. Employee purchases under the Employee Stock Purchase Plan are at 85% of the fair market value of the common shares--a 15% discount. We recognize compensation costs as payroll deductions are made. The 15% discount of total shares purchased under the plan resulted in compensation cost of $415 being recognized for the six months ended July 1, 2017 and $337 for the six months ended July 2, 2016 . Stock Option Plans --The stock options outstanding were awarded under a graded vesting schedule, measured at fair value, and have a term of ten years. Compensation costs for stock options are recognized over the requisite service period on the straight-line recognition method. Compensation cost recognized for stock options was $395 for the six months ended July 1, 2017 and $270 for the six months ended July 2, 2016 . Stock-Settled Stock Appreciation Rights -- During the six months ended July 1, 2017 , the Compensation Committee awarded 152,000 stock-settled stock appreciation rights (“SSARs”) to certain management employees, which vest ratably over five years. A SSAR is an award that allows the recipient to receive common shares equal to the appreciation in the fair market value of our common shares between the date the award was granted and the conversion date of the shares vested. H. Stock-Based Compensation (continued) The following table summarizes our SSARs as of July 1, 2017 . Stock-Settled Stock Appreciation Rights Number Rights Weighted- Average Award Date Value Weighted- Life Unrecognized Cost Aggregate Value Unvested, January 1, 2017 743,662 $ 2.75 Granted 152,000 3.57 Forfeited — — Vested (240,546 ) 2.59 Unvested, July 1, 2017 655,116 $ 3.00 2.7 years $ 1,301 $ 11,530 Employee SSARs 655,116 $ 3.00 2.7 years $ 1,301 $ 11,530 Compensation costs for SSARs are determined using a fair-value method and amortized over the requisite service period. Compensation expense for SSARs was $757 for the six months ended July 1, 2017 and $292 for the six months ended July 2, 2016 . Restricted Stock Units --During the six months ended July 1, 2017 , the Compensation Committee awarded 80,350 performance-based restricted stock units to certain directors and management employees. The Compensation Committee made similar awards in prior periods. The awards vest over specified periods. The following table summarizes restricted stock units as of July 1, 2017 . Restricted Stock Units Number Units Weighted- Average Grant Date Value Weighted- Average Remaining Contractual Life Unrecognized Cost Aggregate Intrinsic Value Unvested, January 1, 2017 304,958 $ 13.22 Granted 80,350 17.01 Forfeited — — Vested (49,964 ) 11.38 Unvested, July 1, 2017 335,344 $ 14.40 2.8 years $ 2,604 $ 5,902 Compensation cost for restricted stock awards is determined using a fair-value method and amortized on the straight-line recognition method over the requisite service period. Compensation expense on restricted stock awards totaled $881 for the six months ended July 1, 2017 and $425 for the six months ended July 2, 2016 . We estimated the fair value of each stock-based award on the date of grant using a binomial option-pricing model. The binomial model considers a range of assumptions related to volatility, risk-free interest rate and employee H. Stock-Based Compensation (continued) exercise behavior. Expected volatilities utilized in the binomial model are based on historical volatility of our stock prices and other factors. Similarly, the dividend yield is based on historical experience and expected future changes. The binomial model also incorporates exercise assumptions based on an analysis of historical data. The expected life of the stock-based awards is derived from the output of the binomial model and represents the period of time that awards granted are expected to be outstanding. The fair values of stock-based awards granted were estimated at the dates of grant with the following weighted-average assumption. Six Months Ended July 1, July 2, Volatility rate 10.3 % 10.6 % Risk-free interest rate 2.2 % 1.8 % Expected dividend yield .7 % .7 % Expected life of awards (years) 8.9 9.5 General Stock Option Information --The following table summarizes activity under the stock option plans for the six months ended July 1, 2017 . Stock Options Number Outstanding Weighted- Price Weighted- Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding, January 1, 2017 1,599,296 $ 12.49 Granted 148,500 17.60 Exercised (74,420 ) 10.40 Forfeited (64,574 ) 12.75 Outstanding, July 1, 2017 1,608,802 $ 13.05 6.7 years $ 7,320 Exercisable, July 1, 2017 869,302 $ 11.23 5.4 years $ 5,537 As of July 1, 2017 , there was approximately $1,438 of unrecognized compensation cost related to stock options outstanding. The cost is expected to be recognized over a weighted-average period of 2.3 years . “Intrinsic value” is defined as the amount by which the market price of a common share exceeds the exercise price of an option. Common shares are issued from treasury upon the exercise of stock options, SSARs, restricted stock units or purchases under the Employee Stock Purchase Plan. |
Net Periodic Benefit Expense -
Net Periodic Benefit Expense - Defined Benefit Pension Plans | 6 Months Ended |
Jul. 01, 2017 | |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | |
Net periodic benefit expense--defined benefit pension plans [Text Block] | Net Periodic Benefit Expense--Defined Benefit Pension Plans The results of operations included the following net periodic benefit expense (income) recognized related to our defined-benefit pension plans. Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, Components of pension expense (income) Service costs--increase in benefit obligation earned $ 132 $ 90 $ 265 $ 190 Interest cost on projected benefit obligation 264 310 527 627 Expected return on plan assets (170 ) (276 ) (339 ) (553 ) Settlement loss — — — 453 Amortization of net actuarial loss 238 237 475 480 Amortization of prior service cost 15 — 31 — Net pension expense of defined benefit pension plans $ 479 $ 361 $ 959 $ 1,197 |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 01, 2017 | |
Income Tax Disclosure [Abstract] | |
Income taxes [Text Block] | Income Taxes Our income tax provision for interim periods is determined using an estimate of our annual effective tax rate adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate and, if our estimated annual tax rate changes, we make a cumulative adjustment. The effective tax rate for the six months ended July 1, 2017 is estimated to approximate 39.2 %. Our effective tax rate for the six months ended July 2, 2016 was estimated at 41.2 %. At December 31, 2016 , we had unrecognized tax benefits of $2,532 , of which $2,053 would affect our effective rate if recognized, and accrued interest expense related to unrecognized benefits of $107 . At July 1, 2017 , there were no significant changes in the unrecognized tax benefits, including the amount that would affect our effective rate if recognized, or the accrued interest expense related to the unrecognized benefits. Unrecognized tax benefits are the differences between a tax position taken, or expected to be taken in a tax return, and the benefit recognized for financial reporting purposes. The Company is routinely under audit by federal, state, local and Canadian authorities in the area of income tax. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. During the fourth quarter 2013, the U.S. Internal Revenue Service completed its audit of the Company's U.S. income tax returns for 2010 and 2011 and, during 2010, Canada Revenue Agency completed its audit of the Company's Canadian operations for 2006, 2007 and 2008. With the exception of U.S. state jurisdictions, the Company is no longer subject to examination by tax authorities for the years through 2012. As of July 1, 2017 , we believe it is reasonably possible that the total amount of unrecognized tax benefits will not significantly increase or decrease. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jul. 01, 2017 | |
Equity [Abstract] | |
Accumulated other comprehensive income (loss) [Text Block] | Accumulated Other Comprehensive Income (Loss) Comprehensive income (or loss) is comprised of net income (or net loss) and other components, including currency translation adjustments and defined-benefit pension plan adjustments. K. Accumulated Other Comprehensive Income (Loss) (continued) The following summarizes the components of other comprehensive income (loss) accumulated in shareholders’ equity for the six months ended July 1, 2017 and six months ended July 2, 2016 : Foreign Currency Translation Adjustments Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss) Balance at January 1, 2017 $ (5,500 ) $ (6,662 ) $ (12,162 ) Other comprehensive income (loss) before reclassifications Unrealized gains $ 1,203 $ — $ 1,203 Amounts reclassified from accumulated other comprehensive income (loss) — 506 506 Tax effect — (192 ) (192 ) Net of tax amount 1,203 314 1,517 Balance at July 1, 2017 $ (4,297 ) $ (6,348 ) $ (10,645 ) Foreign Currency Translation Adjustments Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss) Balance at January 1, 2016 $ (6,244 ) $ (7,150 ) $ (13,394 ) Other comprehensive income (loss) before reclassifications Unrealized gains $ 1,997 $ — $ 1,997 Amounts reclassified from accumulated other comprehensive income (loss) — 829 829 Tax effect — (321 ) (321 ) Net of tax amount 1,997 508 2,505 Balance at July 2, 2016 $ (4,247 ) $ (6,642 ) $ (10,889 ) The change in defined benefit pension plans of $506 for the six months ended July 1, 2017 and the $829 for the six months ended July 2, 2016 is included in net periodic pension expense and is classified in the condensed statement of operations as costs and expenses, general and administrative. |
Per Share Amounts and Common Sh
Per Share Amounts and Common Shares Outstanding | 6 Months Ended |
Jul. 01, 2017 | |
Equity [Abstract] | |
Per share amounts and common shares outstanding [Text Block] | Per Share Amounts and Common and Redeemable Shares Outstanding We calculate our basic earnings per share by dividing net income or net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share are calculated in a similar manner, but include the effect of dilutive securities. To the extent these securities are antidilutive, they are excluded from the calculation of earnings per share. The per share amounts were computed as follows (adjusted for the two -for-one stock split of our common shares effective June 1, 2017): Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, Income available to common shareholders: Net income $ 14,223 $ 13,309 $ 10,336 $ 9,121 Weighted-average shares: Basic: Outstanding 24,797 25,528 24,582 25,534 Partially-paid share subscriptions 201 212 402 424 Basic weighted-average shares 24,998 25,740 24,984 25,958 Diluted: Basic from above 24,998 25,740 24,984 25,958 Incremental shares from assumed: Exercise of stock subscription purchase rights 141 136 143 136 Exercise of stock options and awards 846 822 871 874 Diluted weighted-average shares 25,985 26,698 25,998 26,968 Net income per share: Basic $ .57 $ .52 $ .41 $ .35 Diluted $ .55 $ .50 $ .40 $ .34 L. Per Share Amounts and Common and Redeemable Shares Outstanding (continued) Common and Redeemable Shares Outstanding -- A summary of the activity of the common and redeemable shares outstanding for the six months ended July 1, 2017 follows: Common Shares Redeemable Net of Treasury Shares Shares Total As Restated As Restated As Restated Shares outstanding at January 1, 2017 17,866,236 7,056,904 24,923,140 Shares purchased (351,033 ) (591,002 ) (942,035 ) Shares sold 184,651 264,647 449,298 Stock subscription offering -- cash purchases 41,781 — 41,781 Options and awards exercised 105,819 — 105,819 Shares outstanding at July 1, 2017 17,847,454 6,730,549 24,578,003 On July 1, 2017 , we had 24,578,003 common and redeemable shares outstanding, employee options exercisable to purchase 869,302 common shares, partially-paid subscriptions for 804,048 common shares and purchase rights outstanding for 319,956 common shares. Common Stock Split --On May 10, 2017, our Board of Directors declared a two -for-one stock split of our common shares, paid as a stock dividend to shareholders of record as of June 1, 2017. The par value of each common share remains at $1.00 . Stock Subscription Offering --Beginning May 2012, the Company offered to eligible employees and nonemployee directors the right to subscribe to common shares of the Company at $9.85 per share in accordance with the provisions of The Davey Tree Expert Company 2004 Omnibus Stock Plan and the rules of the Compensation Committee of the Company's Board of Directors (collectively, the "plan"). The offering period ended on August 1, 2012 and resulted in the subscription of 1,275,428 common shares for $12,563 at $9.85 per share. Under the plan, a participant in the offering purchasing common shares for an aggregate purchase price of less than $5 had to pay with cash. All participants (excluding Company directors and officers) purchasing $5 or more of the common shares had an option to finance their purchase through a down-payment of at least 10% of the total purchase price and a seven -year promissory note for the balance due with interest at 2% . Payments on the promissory note can be made either by payroll deductions or annual lump-sum payments of both principal and interest. Common shares purchased under the plan have been pledged as security for the payment of the promissory note and the common shares will not be issued until the promissory note is paid-in-full. Dividends will be paid on all subscribed shares, subject to forfeiture to the extent that payment is not ultimately made for the shares. All participants in the offering purchasing in excess of $5 of common shares were granted a "right" to purchase one additional common share at a price of $9.85 per share for every three common shares purchased under the plan. As a result of the stock subscription, employees were granted rights to purchase 423,600 common shares. Each right may be exercised at the rate of one-seventh per year and will expire seven years after the date that the right was granted. Employees may not exercise a right should they cease to be employed by the Company. |
Operations by Business Segment
Operations by Business Segment | 6 Months Ended |
Jul. 01, 2017 | |
Segment Reporting [Abstract] | |
Operations by business segment [Text Block] | Operations by Business Segment We provide a wide range of arboricultural, horticultural, environmental and consulting services to residential, utility, commercial and government entities throughout the United States and Canada. We have two reportable operating segments organized by type or class of customer: Residential and Commercial, and Utility. Residential and Commercial --Residential and Commercial provides services to our residential and commercial customers including: the treatment, preservation, maintenance, removal and planting of trees, shrubs and other plant life; the practice of landscaping, grounds maintenance, tree surgery, tree feeding and tree spraying; the application of fertilizer, herbicides and insecticides; and, natural resource management and consulting, forestry research and development, and environmental planning. Utility --Utility is principally engaged in providing services to our utility customers--investor-owned, municipal utilities, and rural electric cooperatives--including: the practice of line-clearing and vegetation management around power lines, rights-of-way and chemical brush control; and, natural resource management and consulting, forestry research and development, and environmental planning. All other operating activities, including research, technical support and laboratory diagnostic facilities, are included in “All Other.” Measurement of Segment Profit and Loss and Segment Assets -- We evaluate performance and allocate resources based primarily on operating income and also actively manage business unit operating assets. Segment information, including reconciling adjustments, is presented consistent with the basis described in our 2016 Annual Report. M. Operations by Business Segment (continued) Utility Residential and Commercial All Other Reconciling Adjustments Consolidated Three Months Ended July 1, 2017 Revenues $ 112,903 $ 131,299 $ 835 $ — $ 245,037 Income (loss) from operations 4,270 23,837 (1,312 ) (1,483 ) (a) 25,312 Interest expense (1,072 ) (1,072 ) Interest income 73 73 Other income (expense), net (992 ) (992 ) Income before income taxes $ 23,321 Segment assets, total $ 171,472 $ 202,502 $ — $ 86,198 (b) $ 460,172 Three Months Ended July 2, 2016 Revenues $ 105,285 $ 118,945 $ 533 $ — $ 224,763 Income (loss) from operations 5,587 21,226 (980 ) (1,547 ) (a) 24,286 Interest expense (1,062 ) (1,062 ) Interest income 60 60 Other income (expense), net (1,156 ) (1,156 ) Income before income taxes $ 22,128 Segment assets, total $ 159,824 $ 181,945 $ — $ 84,375 (b) $ 426,144 Six Months Ended July 1, 2017 Revenues $ 225,381 $ 210,886 $ 1,583 $ — $ 437,850 Income (loss) from operations 6,928 20,255 (3,887 ) (2,326 ) (a) 20,970 Interest expense (2,329 ) (2,329 ) Interest income 143 143 Other income (expense), net (1,784 ) (1,784 ) Income before income taxes $ 17,000 Segment assets, total $ 171,472 $ 202,502 $ — $ 86,198 (b) $ 460,172 Six Months Ended July 2, 2016 Revenues $ 205,313 $ 199,279 $ 1,004 $ — $ 405,596 Income (loss) from operations 7,061 19,790 (4,086 ) (3,599 ) (a) 19,166 Interest expense (2,027 ) (2,027 ) Interest income 128 128 Other income (expense), net (1,755 ) (1,755 ) Income before income taxes $ 15,512 Segment assets, total $ 159,824 $ 181,945 $ — $ 84,375 (b) $ 426,144 Reconciling adjustments from segment reporting to consolidated external financial reporting include unallocated corporate items: (a) Reclassification of depreciation expense and allocation of corporate expenses. (b) Corporate assets include cash, prepaid expenses, corporate facilities, enterprise-wide information systems and other nonoperating assets. |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Instruments | 6 Months Ended |
Jul. 01, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements and financial instruments | Fair Value Measurements and Financial Instruments Financial Accounting Standards Board Accounting Standard Codification 820, “Fair Value of Measurements and Disclosures (“Topic 820”)” defines fair value based on the price that would be received to sell an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are defined as buyers or sellers in the principal or most advantageous market for the asset or liability that are independent of the reporting entity, knowledgeable and able and willing to transact for the asset or liability. Valuation Hierarchy --Topic 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The hierarchy prioritizes the inputs into three broad levels: Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2 inputs are observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Our assets and liabilities measured at fair value on a recurring basis at July 1, 2017 were as follows: Fair Value Measurements at July 1, 2017 Using: Assets and Liabilities Recorded at Total Carrying Value at July 1, 2017 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Assets invested for self-insurance, classified as other assets, noncurrent $ 16,933 $ 16,933 $ — $ — Liabilities: Deferred compensation $ 1,985 $ — $ 1,985 $ — N. Fair Value Measurements and Financial Instruments (continued) Our assets and liabilities measured at fair value on a recurring basis at December 31, 2016 were as follows: Fair Value Measurements at December 31, 2016 Using: Assets and Liabilities Recorded at Total Carrying Value at December 31, 2016 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Assets invested for self-insurance, classified as other assets, noncurrent $ 15,492 $ 15,492 $ — $ — Liabilities: Deferred compensation $ 1,837 $ — $ 1,837 $ — The assets invested for self-insurance are money market funds--classified as Level 1--based on quoted market prices of the identical underlying securities in active markets. The estimated fair value of the deferred compensation--classified as Level 2--is based on the value of the Company's common shares, determined by independent valuation. Fair Value of Financial Instruments --The fair values of our current financial assets and current liabilities, including cash, accounts receivable, accounts payable, and accrued expenses, among others, approximate their reported carrying values because of their short-term nature. Financial instruments classified as noncurrent liabilities and their carrying values and fair values were as follows: July 1, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Revolving credit facility, noncurrent $ 102,500 $ 102,500 $ 67,000 $ 67,000 Senior unsecured notes 18,000 18,497 18,000 18,509 Term loans, noncurrent 9,060 11,270 7,623 9,854 Total $ 129,560 $ 132,267 $ 92,623 $ 95,363 The carrying value of our revolving credit facility approximates fair value--classified as Level 2--as the interest rates on the amounts outstanding are variable. The fair value of our senior unsecured notes and term loans--classified as Level 2--is determined based on expected future weighted-average interest rates with the same remaining maturities. Market Risk-- In the normal course of business, we are exposed to market risk related to changes in foreign currency exchange rates, changes in interest rates and changes in fuel prices. We do not hold or issue derivative financial instruments for trading or speculative purposes. In prior years, we have used derivative financial instruments to manage risk, in part, associated with changes in interest rates and changes in fuel prices. Presently, we are not engaged in any hedging or derivative activities. |
Contingencies
Contingencies | 6 Months Ended |
Jul. 01, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies [Text Block] | Contingencies 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. |
The Davey 401KSOP and Employee
The Davey 401KSOP and Employee Stock Ownership Plan (Notes) | 6 Months Ended |
Jul. 01, 2017 | |
The Davey 401KSOP and Employee Stock Ownership Plan [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | The Davey 401KSOP and Employee Stock Ownership Plan On March 15, 1979, the Company consummated a plan, which transferred control of the Company to its employees. As a part of this plan, the Company initially sold 120,000 common shares (presently, 23,040,000 common shares adjusted for stock splits) to its 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 ownership rights in, but not possession of, the common shares held by the trustee of the ESOT. Annual allocations of shares have been made to individual accounts established for the benefit of the participants. Defined Contribution and Savings Plans-- Most employees are eligible to participate in The Davey 401KSOP and ESOP Plan. Effective January 1, 1997, the plan commenced operations and retained the existing ESOP participant accounts and incorporated a deferred savings plan (a “401(k) plan”) feature. Participants in the 401(k) 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 four percent 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. 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. The Davey 401KSOP and ESOP Plan includes a put option for shares of the Company’s common stock distributed from the plan. Shares are distributed from the Davey 401KSOP and ESOP Plan to former participants of the plan, their beneficiaries, donees or heirs (each, a “participant”). Since our common stock is not currently traded on an established securities market, if the owners of distributed shares desire to sell their shares, the Company is required to purchase the shares at fair value for two 60 -day periods after distribution of the shares from the Davey 401KSOP and ESOP. The fair value of distributed shares subject to the put option totaled $2,021 and $1,148 as of July 1, 2017 and December 31, 2016, respectively. The fair value of the shares held in the Davey 401KSOP and ESOP totaled $121,148 and $123,053 as of July 1, 2017 and December 31, 2016, respectively. Due to the Company’s obligation under the put option, the distributed shares subject to the put option and the shares held in the Davey 401KSOP and ESOP (collectively referred to as 401KSOP and ESOP related shares) are recorded at fair value, classified as temporary equity in the mezzanine section of the consolidated balance sheets and totaled $123,169 and $124,201 as of July 1, 2017 and December 31, 2016, respectively. Changes in the fair value of the 401KSOP and ESOP Plan related shares are reflected in retained earnings while net share activity associated with 401KSOP and ESOP Plan related shares are first reflected in additional paid-in capital and then retained earnings if additional paid-in capital is insufficient. See Note B. |
Basis of Financial Statement 23
Basis of Financial Statement Preparation (Policies) | 6 Months Ended |
Jul. 01, 2017 | |
Accounting Policies [Abstract] | |
Basis of financial statement preparation, policy [Policy Text Block] | The condensed consolidated financial statements present the financial position, results of operations and cash flows of The Davey Tree Expert Company and its subsidiaries. When we refer to “we,” “us,” “our,” “Davey,” or “Davey Tree”, we mean The Davey Tree Expert Company and its subsidiaries, unless otherwise expressly stated or the context indicates otherwise. We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), as codified in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), and with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The consolidated financial statements include all adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal, recurring nature. All significant intercompany accounts and transactions have been eliminated. Certain information and disclosures required by U.S. GAAP for complete financial statements have been omitted in accordance with the rules and regulations of the SEC. We suggest that these condensed consolidated financial statements be read in conjunction with the financial statements included in our annual report on Form 10-K/A for the year ended December 31, 2016 (the “ 2016 Annual Report”). |
Use of estimates, policy [Policy Text Block] | Use of Estimates in Financial Statement Preparation --The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect reported amounts. Our consolidated financial statements include amounts that are based on management’s best estimates and judgments. Estimates are used for, but not limited to, accounts receivable valuation, depreciable lives of fixed assets, self-insurance accruals, income taxes and revenue recognition. Actual results could differ from those estimates. |
Income tax, policy [Policy Text Block] | Our income tax provision for interim periods is determined using an estimate of our annual effective tax rate adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate and, if our estimated annual tax rate changes, we make a cumulative adjustment. |
Earnings per share, policy [Policy Text Block] | We calculate our basic earnings per share by dividing net income or net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share are calculated in a similar manner, but include the effect of dilutive securities. To the extent these securities are antidilutive, they are excluded from the calculation of earnings per share. |
Segment reporting, policy [Policy Text Block] | Measurement of Segment Profit and Loss and Segment Assets -- We evaluate performance and allocate resources based primarily on operating income and also actively manage business unit operating assets. Segment information, including reconciling adjustments, is presented consistent with the basis described in our 2016 Annual Report. |
Correction of an Error (Tables)
Correction of an Error (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | The effects of the error correction on the consolidated balance sheets are shown below. See Notes L and P. The below amounts also reflect the adjustment related to the stock split described in Note A. B. Correction of an Error (continued) Classification As Previously Effect of Adjustment Reported Error Related to As Restated July 1, 2017 Correction Stock Split July 1, 2017 Redeemable common shares related to 401KSOP and Employee Stock Ownership Plan (ESOP) $ — $ 123,169 $ — $ 123,169 Common Shares 42,914 (2,425 ) (4,306 ) 36,183 Additional Paid-in Capital 7,899 23,158 21,457 52,514 Retained Earnings 299,521 (143,902 ) (17,151 ) 138,468 Classification As Previously Effect of Adjustment Reported Error Related to As Restated December 31, 2016 Correction Stock Split December 31, 2016 Redeemable common shares related to 401KSOP and Employee Stock Ownership Plan (ESOP) $ — $ 124,201 $ — $ 124,201 Common Shares 42,914 (2,751 ) (4,306 ) 35,857 Additional Paid-in Capital 2,429 17,740 21,457 41,626 Retained Earnings 290,292 (139,190 ) (17,151 ) 133,951 |
Accounts Receivable, Net and 25
Accounts Receivable, Net and Supplemental Balance-Sheet Information (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Accounts Receivable, Net and Supplemental Balance-Sheet Information [Abstract] [Abstract] | |
Accounts receivable, net [Table Text Block] | Accounts receivable, net, consisted of the following: Accounts receivable, net July 1, December 31, Accounts receivable $ 126,751 $ 128,202 Receivables under contractual arrangements 34,293 21,541 161,044 149,743 Less allowances for doubtful accounts 3,489 3,609 Accounts receivable, net $ 157,555 $ 146,134 |
Schedule of Other Current Assets [Table Text Block] | The following items comprise the amounts included in the balance sheets: Other current assets July 1, December 31, Refundable income taxes $ 94 $ 548 Prepaid expense 9,251 14,493 Other 299 1,315 Total $ 9,644 $ 16,356 |
Accrued expenses [Table Text Block] | Accrued expenses July 1, December 31, Employee compensation $ 14,189 $ 18,438 Accrued compensated absences 9,663 9,215 Self-insured medical claims 5,428 2,961 Income tax payable 3,744 953 Customer advances, deposits 756 2,997 Taxes, other than income 2,431 2,166 Other 1,411 929 Total $ 37,622 $ 37,659 |
Business Combinations Business
Business Combinations Business Combinations (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table summarizes the preliminary purchase price allocation of the estimated fair values of the assets acquired and liabilities assumed: Six Months Ended July 1, Detail of acquisitions: Assets acquired: Cash $ 326 Receivables 1,759 Prepaid expense 128 Equipment 1,904 Deposits and other 129 Finite-lived intangibles 4,566 Goodwill 3,504 Liabilities assumed (1,439 ) Debt issued for purchases of businesses (3,099 ) Cash paid $ 7,778 |
Identified Intangible Assets 27
Identified Intangible Assets and Goodwill, Net (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of identified intangible assets and goodwill, net [Table Text Block] | The carrying amounts of the identified intangibles and goodwill acquired in connection with our historical investments in businesses were as follows: July 1, 2017 December 31, 2016 Identified Intangible Assets and Goodwill, Net Carrying Amount Accumulated Amortization Carrying Amount Accumulated Amortization Amortized intangible assets: Customer lists/relationships $ 21,711 $ 16,036 $ 17,822 $ 15,171 Employment-related 7,389 6,499 7,032 6,386 Tradenames 5,960 5,001 5,634 4,860 Amortized intangible assets $ 35,060 $ 27,536 $ 30,488 $ 26,417 Less accumulated amortization 27,536 26,417 Identified intangibles, net 7,524 4,071 Unamortized intangible assets: Goodwill 33,831 30,305 $ 41,355 $ 34,376 |
Schedule of Goodwill [Table Text Block] | The changes in the carrying amounts of goodwill, by segment, for the year ended December 31, 2017 follow: Balance at January 1, 2017 Acquisitions Translation and Other Adjustments Balance at July 1, 2017 Utility $ 3,424 $ — $ — $ 3,424 Residential and Commercial 26,881 3,504 22 30,407 Total $ 30,305 $ 3,504 $ 22 $ 33,831 |
Long-Term Debt and Commitment28
Long-Term Debt and Commitments Related to Letters of Credit (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt [Table Text Block] | Our long-term debt consisted of the following: July 1, December 31, Revolving credit facility Swing-line borrowings $ 7,500 $ 10,000 LIBOR borrowings 95,000 57,000 102,500 67,000 Senior unsecured notes 24,000 24,000 Term loans 10,252 16,151 Capital leases 2,620 2,343 139,372 109,494 Less debt issuance costs 263 333 Less current portion 9,813 16,871 $ 129,296 $ 92,290 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock-based compensation expense under all share-based payment plans [Table Text Block] | Stock-based compensation expense under all share-based payment plans -- our Employee Stock Purchase Plan, stock option plans, stock-settled stock appreciation rights and restricted stock units -- included in the results of operations follows: Three months ended Six Months Ended July 1, July 2, July 1, July 2, Compensation expense, all share-based payment plans $ 1,462 $ 678 $ 2,448 $ 1,324 |
Schedule of share-based compensation, stock-settled stock appreciation rights award activity [Table Text Block] | The following table summarizes our SSARs as of July 1, 2017 . Stock-Settled Stock Appreciation Rights Number Rights Weighted- Average Award Date Value Weighted- Life Unrecognized Cost Aggregate Value Unvested, January 1, 2017 743,662 $ 2.75 Granted 152,000 3.57 Forfeited — — Vested (240,546 ) 2.59 Unvested, July 1, 2017 655,116 $ 3.00 2.7 years $ 1,301 $ 11,530 Employee SSARs 655,116 $ 3.00 2.7 years $ 1,301 $ 11,530 |
Schedule of share-based compensation, performance-based restricted stock units award activity [Table Text Block] | The following table summarizes restricted stock units as of July 1, 2017 . Restricted Stock Units Number Units Weighted- Average Grant Date Value Weighted- Average Remaining Contractual Life Unrecognized Cost Aggregate Intrinsic Value Unvested, January 1, 2017 304,958 $ 13.22 Granted 80,350 17.01 Forfeited — — Vested (49,964 ) 11.38 Unvested, July 1, 2017 335,344 $ 14.40 2.8 years $ 2,604 $ 5,902 |
Schedule of share-based payment award, stock options, valuation assumptions [Table Text Block] | The fair values of stock-based awards granted were estimated at the dates of grant with the following weighted-average assumption. Six Months Ended July 1, July 2, Volatility rate 10.3 % 10.6 % Risk-free interest rate 2.2 % 1.8 % Expected dividend yield .7 % .7 % Expected life of awards (years) 8.9 9.5 |
Schedule of share-based compensation, stock options activity [Table Text Block] | The following table summarizes activity under the stock option plans for the six months ended July 1, 2017 . Stock Options Number Outstanding Weighted- Price Weighted- Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding, January 1, 2017 1,599,296 $ 12.49 Granted 148,500 17.60 Exercised (74,420 ) 10.40 Forfeited (64,574 ) 12.75 Outstanding, July 1, 2017 1,608,802 $ 13.05 6.7 years $ 7,320 Exercisable, July 1, 2017 869,302 $ 11.23 5.4 years $ 5,537 |
Net Periodic Benefit Expense 30
Net Periodic Benefit Expense - Defined Benefit Pension Plans (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | |
Schedule of defined benefit pension plans, components of pension expense [Table Text Block] | The results of operations included the following net periodic benefit expense (income) recognized related to our defined-benefit pension plans. Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, Components of pension expense (income) Service costs--increase in benefit obligation earned $ 132 $ 90 $ 265 $ 190 Interest cost on projected benefit obligation 264 310 527 627 Expected return on plan assets (170 ) (276 ) (339 ) (553 ) Settlement loss — — — 453 Amortization of net actuarial loss 238 237 475 480 Amortization of prior service cost 15 — 31 — Net pension expense of defined benefit pension plans $ 479 $ 361 $ 959 $ 1,197 |
Accumulated Other Comprehensi31
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Equity [Abstract] | |
Schedule of other comprehensive income (loss) [Table Text Block] | The following summarizes the components of other comprehensive income (loss) accumulated in shareholders’ equity for the six months ended July 1, 2017 and six months ended July 2, 2016 : Foreign Currency Translation Adjustments Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss) Balance at January 1, 2017 $ (5,500 ) $ (6,662 ) $ (12,162 ) Other comprehensive income (loss) before reclassifications Unrealized gains $ 1,203 $ — $ 1,203 Amounts reclassified from accumulated other comprehensive income (loss) — 506 506 Tax effect — (192 ) (192 ) Net of tax amount 1,203 314 1,517 Balance at July 1, 2017 $ (4,297 ) $ (6,348 ) $ (10,645 ) Foreign Currency Translation Adjustments Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss) Balance at January 1, 2016 $ (6,244 ) $ (7,150 ) $ (13,394 ) Other comprehensive income (loss) before reclassifications Unrealized gains $ 1,997 $ — $ 1,997 Amounts reclassified from accumulated other comprehensive income (loss) — 829 829 Tax effect — (321 ) (321 ) Net of tax amount 1,997 508 2,505 Balance at July 2, 2016 $ (4,247 ) $ (6,642 ) $ (10,889 ) |
Per Share Amounts and Common 32
Per Share Amounts and Common Shares Outstanding (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Equity [Abstract] | |
Schedule of earnings per share, basic and diluted [Table Text Block] | The per share amounts were computed as follows (adjusted for the two -for-one stock split of our common shares effective June 1, 2017): Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, Income available to common shareholders: Net income $ 14,223 $ 13,309 $ 10,336 $ 9,121 Weighted-average shares: Basic: Outstanding 24,797 25,528 24,582 25,534 Partially-paid share subscriptions 201 212 402 424 Basic weighted-average shares 24,998 25,740 24,984 25,958 Diluted: Basic from above 24,998 25,740 24,984 25,958 Incremental shares from assumed: Exercise of stock subscription purchase rights 141 136 143 136 Exercise of stock options and awards 846 822 871 874 Diluted weighted-average shares 25,985 26,698 25,998 26,968 Net income per share: Basic $ .57 $ .52 $ .41 $ .35 Diluted $ .55 $ .50 $ .40 $ .34 |
Schedule of common shares outstanding [Table Text Block] | A summary of the activity of the common and redeemable shares outstanding for the six months ended July 1, 2017 follows: Common Shares Redeemable Net of Treasury Shares Shares Total As Restated As Restated As Restated Shares outstanding at January 1, 2017 17,866,236 7,056,904 24,923,140 Shares purchased (351,033 ) (591,002 ) (942,035 ) Shares sold 184,651 264,647 449,298 Stock subscription offering -- cash purchases 41,781 — 41,781 Options and awards exercised 105,819 — 105,819 Shares outstanding at July 1, 2017 17,847,454 6,730,549 24,578,003 |
Operations by Business Segment
Operations by Business Segment (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information, by segment [Table Text Block] | M. Operations by Business Segment (continued) Utility Residential and Commercial All Other Reconciling Adjustments Consolidated Three Months Ended July 1, 2017 Revenues $ 112,903 $ 131,299 $ 835 $ — $ 245,037 Income (loss) from operations 4,270 23,837 (1,312 ) (1,483 ) (a) 25,312 Interest expense (1,072 ) (1,072 ) Interest income 73 73 Other income (expense), net (992 ) (992 ) Income before income taxes $ 23,321 Segment assets, total $ 171,472 $ 202,502 $ — $ 86,198 (b) $ 460,172 Three Months Ended July 2, 2016 Revenues $ 105,285 $ 118,945 $ 533 $ — $ 224,763 Income (loss) from operations 5,587 21,226 (980 ) (1,547 ) (a) 24,286 Interest expense (1,062 ) (1,062 ) Interest income 60 60 Other income (expense), net (1,156 ) (1,156 ) Income before income taxes $ 22,128 Segment assets, total $ 159,824 $ 181,945 $ — $ 84,375 (b) $ 426,144 Six Months Ended July 1, 2017 Revenues $ 225,381 $ 210,886 $ 1,583 $ — $ 437,850 Income (loss) from operations 6,928 20,255 (3,887 ) (2,326 ) (a) 20,970 Interest expense (2,329 ) (2,329 ) Interest income 143 143 Other income (expense), net (1,784 ) (1,784 ) Income before income taxes $ 17,000 Segment assets, total $ 171,472 $ 202,502 $ — $ 86,198 (b) $ 460,172 Six Months Ended July 2, 2016 Revenues $ 205,313 $ 199,279 $ 1,004 $ — $ 405,596 Income (loss) from operations 7,061 19,790 (4,086 ) (3,599 ) (a) 19,166 Interest expense (2,027 ) (2,027 ) Interest income 128 128 Other income (expense), net (1,755 ) (1,755 ) Income before income taxes $ 15,512 Segment assets, total $ 159,824 $ 181,945 $ — $ 84,375 (b) $ 426,144 Reconciling adjustments from segment reporting to consolidated external financial reporting include unallocated corporate items: (a) Reclassification of depreciation expense and allocation of corporate expenses. (b) Corporate assets include cash, prepaid expenses, corporate facilities, enterprise-wide information systems and other nonoperating assets. |
Fair Value Measurements and F34
Fair Value Measurements and Financial Instruments (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Fair Value Disclosures [Abstract] | |
Assets and liabilities measured at fair value on a recurring basis [Table Text Block] | Our assets and liabilities measured at fair value on a recurring basis at July 1, 2017 were as follows: Fair Value Measurements at July 1, 2017 Using: Assets and Liabilities Recorded at Total Carrying Value at July 1, 2017 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Assets invested for self-insurance, classified as other assets, noncurrent $ 16,933 $ 16,933 $ — $ — Liabilities: Deferred compensation $ 1,985 $ — $ 1,985 $ — N. Fair Value Measurements and Financial Instruments (continued) Our assets and liabilities measured at fair value on a recurring basis at December 31, 2016 were as follows: Fair Value Measurements at December 31, 2016 Using: Assets and Liabilities Recorded at Total Carrying Value at December 31, 2016 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Assets invested for self-insurance, classified as other assets, noncurrent $ 15,492 $ 15,492 $ — $ — Liabilities: Deferred compensation $ 1,837 $ — $ 1,837 $ — |
Financial instruments recorded at historical carrying value [Table Text Block] | Financial instruments classified as noncurrent liabilities and their carrying values and fair values were as follows: July 1, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Revolving credit facility, noncurrent $ 102,500 $ 102,500 $ 67,000 $ 67,000 Senior unsecured notes 18,000 18,497 18,000 18,509 Term loans, noncurrent 9,060 11,270 7,623 9,854 Total $ 129,560 $ 132,267 $ 92,623 $ 95,363 |
Basis of Financial Statement 35
Basis of Financial Statement Preparation Recent accounting guidance (Details) $ in Thousands | Apr. 01, 2017USD ($) |
Accounting Standards Update 2016 09 [Member] | Additional paid-in capital [Member] | |
New accounting pronouncement or change in accounting principle, cumulative effect of change on equity or net assets | $ (162) |
Basis of Financial Statement 36
Basis of Financial Statement Preparation Details (Details) | 6 Months Ended |
Jul. 01, 2017 | |
Accounting Policies [Abstract] | |
Stock split, conversion ratio | 2 |
Correction of an Error (Details
Correction of an Error (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jul. 01, 2017USD ($) | Jul. 01, 2017USD ($) | Apr. 01, 2017USD ($) | Dec. 31, 2016USD ($) | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Temporary Equity, Other Changes | $ 4,711 | $ 4,711 | ||||||
Number of put option periods | 2 | |||||||
Duration of put option periods | 60 days | |||||||
Retained earnings | [1] | 138,468 | $ 138,468 | $ 133,951 | ||||
Redeemable common shares related to 401KSOP and Employee Stock Ownership Plan (ESOP) | 123,169 | 123,169 | 124,201 | |||||
Common shares | 36,183 | [1] | 36,183 | [1] | $ 36,183 | 35,857 | [1] | |
Additional paid-in capital | [1] | 52,514 | 52,514 | 41,626 | ||||
Scenario, Previously Reported [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Retained earnings | 299,521 | 299,521 | 290,292 | |||||
Redeemable common shares related to 401KSOP and Employee Stock Ownership Plan (ESOP) | 0 | 0 | 0 | |||||
Common shares | 42,914 | 42,914 | ||||||
Additional paid-in capital | 7,899 | 7,899 | 2,429 | |||||
Temporary equity [Member] | Restatement Adjustment [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Retained earnings | (143,902) | (143,902) | (139,190) | |||||
Redeemable common shares related to 401KSOP and Employee Stock Ownership Plan (ESOP) | 123,169 | 123,169 | 124,201 | |||||
Common shares | (2,425) | (2,751) | ||||||
Additional paid-in capital | 23,158 | 23,158 | 17,740 | |||||
Stock split [Member] | Restatement Adjustment [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Retained earnings | (17,151) | (17,151) | (17,151) | |||||
Redeemable common shares related to 401KSOP and Employee Stock Ownership Plan (ESOP) | 0 | 0 | 0 | |||||
Common shares | $ (4,306) | (4,306) | ||||||
Additional paid-in capital | $ 21,457 | $ 21,457 | $ 21,457 | |||||
[1] | Adjusted for two-for-one stock split |
Accounts Receivable, Net and 38
Accounts Receivable, Net and Supplemental Balance-Sheet Information (Details) - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 |
Accounts receivable, net | ||
Accounts receivable | $ 126,751 | $ 128,202 |
Receivables under contractual arrangements | 34,293 | 21,541 |
Accounts receivable, gross | 161,044 | 149,743 |
Less allowances for doubtful accounts | 3,489 | 3,609 |
Accounts receivable, net | 157,555 | 146,134 |
Other current assets | ||
Refundable income taxes | 94 | 548 |
Prepaid expense | 9,251 | 14,493 |
Other | 299 | 1,315 |
Total | 9,644 | 16,356 |
Accrued expenses | ||
Employee compensation | 14,189 | 18,438 |
Accrued compensated absences | 9,663 | 9,215 |
Self-insured medical claims | 5,428 | 2,961 |
Income tax payable | 3,744 | 953 |
Customer advances, deposits | 756 | 2,997 |
Taxes, other than income | 2,431 | 2,166 |
Other | 1,411 | 929 |
Total | 37,622 | 37,659 |
Other current liabilities | ||
Long-term debt | 9,813 | 16,871 |
Total | $ 33,071 | $ 39,963 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jul. 01, 2017 | Jul. 02, 2016 | Feb. 28, 2017 | |
Investment in businesses | $ 10,877,000 | $ 4,170,000 | |
Liabilities assumed | 1,439,000 | 98,000 | |
Debt issued | 3,099,000 | $ 575,000 | |
Cash paid | 7,778,000 | ||
Cash | 326,000 | ||
Receivables | 1,759,000 | ||
Prepaid expense | 128,000 | ||
Equipment | 1,904,000 | ||
Deposits and other | 129,000 | ||
Finite-lived intangibles | 4,566,000 | ||
Goodwill | 3,504,000 | ||
Arborguard Tree Specialists Inc. [Member] | |||
Liabilities assumed | 1,416,000 | ||
Debt issued | 2,724,000 | ||
Cash paid | 7,200,000 | ||
Revenue reported by acquired entity for last annual period | $ 10,711,000 | ||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Intangible Assets, Including Goodwill | $ 3,104,000 |
Identified Intangible Assets 40
Identified Intangible Assets and Goodwill, Net (Details) - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Identified intangible assets, gross | $ 35,060 | $ 30,488 |
Accumulated amortization | 27,536 | 26,417 |
Identified intangible assets, net | 7,524 | 4,071 |
Identified intangible assets and goodwill, net | 41,355 | 34,376 |
Customer lists/relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identified intangible assets, gross | 21,711 | 17,822 |
Accumulated amortization | 16,036 | 15,171 |
Employment-related [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identified intangible assets, gross | 7,389 | 7,032 |
Accumulated amortization | 6,499 | 6,386 |
Tradenames [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identified intangible assets, gross | 5,960 | 5,634 |
Accumulated amortization | $ 5,001 | $ 4,860 |
Identified Intangible Assets 41
Identified Intangible Assets and Goodwill, Net Schedule of Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | ||
Goodwill | $ 33,831 | $ 30,305 |
Goodwill, acquisitions | 3,504 | |
Goodwill, translation and other adjustments | 22 | |
Utility services [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 3,424 | 3,424 |
Goodwill, acquisitions | 0 | |
Goodwill, translation and other adjustments | 0 | |
Residential commercial services [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 30,407 | $ 26,881 |
Goodwill, acquisitions | 3,504 | |
Goodwill, translation and other adjustments | $ 22 |
Long-Term Debt and Commitment42
Long-Term Debt and Commitments Related to Letters of Credit Long-Term Debt (Details) - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 |
Revolving credit facility, noncurrent | $ 102,500 | $ 67,000 |
Senior unsecured notes | 24,000 | 24,000 |
Term loans | 10,252 | 16,151 |
Capital leases | 2,620 | 2,343 |
Long-term debt | 139,372 | 109,494 |
Less debt issuance costs | 263 | 333 |
Less current portion | 9,813 | 16,871 |
Long-term debt, excluding current maturities | 129,296 | 92,290 |
Swing-line borrowings [Member] | ||
Revolving credit facility, noncurrent | 7,500 | 10,000 |
London Interbank Offered Rate (LIBOR) [Member] | ||
Revolving credit facility, noncurrent | $ 95,000 | $ 57,000 |
Long-Term Debt and Commitment43
Long-Term Debt and Commitments Related to Letters of Credit (Narrative) (Details) $ in Thousands | 6 Months Ended | ||
Jul. 01, 2017USD ($) | May 07, 2017USD ($) | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |||
Revolving credit facility, current borrowing capacity | $ 175,000 | ||
Revolving credit facility, maximum borrowing capacity | 210,000 | ||
Unused commitments under credit facility | 68,429 | ||
Revolving credit facility borrowings | $ 102,500 | $ 67,000 | |
Number of principal payments | 5 | ||
Anniversary when principal payments begin | 6 | ||
Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility, unused capacity, commitment fee percentage | 0.10% | ||
Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | ||
Swing-line borrowings [Member] | |||
Debt Instrument [Line Items] | |||
Revolving credit facility, current borrowing capacity | $ 15,000 | ||
Revolving credit facility borrowings | $ 7,500 | 10,000 | |
Unsecured debt [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.09% | ||
Accounts receivable securitization [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 0.90% | ||
Unused commitment fee threshold percent | 0.50 | ||
Debt instrument variable rate base rate calculation, default rate | 2.00% | ||
Accounts receivable securitization [Member] | Base Rate, Federal Funds [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, variable rate, base rate calculation | 0.50% | ||
Line of credit [Member] | |||
Debt Instrument [Line Items] | |||
Revolving credit facility borrowings | $ 106,571 | ||
Line of credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, variable rate, base rate calculation | 1.50% | ||
Line of credit [Member] | Base Rate, Federal Funds [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, variable rate, base rate calculation | 0.50% | ||
Line of credit [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding borrowings interest rate margin adjustment, range | 0.75% | ||
Line of credit [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding borrowings interest rate margin adjustment, range | 1.50% | ||
Letter of credit [Member] | |||
Debt Instrument [Line Items] | |||
Letters of credit issued | $ 64,221 | 64,225 | |
Letter of credit [Member] | Revolving credit facility [Member] | |||
Debt Instrument [Line Items] | |||
Letters of credit issued | 4,071 | 4,071 | |
Letter of credit [Member] | Accounts receivable securitization [Member] | |||
Debt Instrument [Line Items] | |||
Revolving credit facility, maximum borrowing capacity | 100,000 | $ 60,000 | |
Letters of credit issued | $ 58,150 | 58,150 | |
Debt Instrument, Term | 1 year | ||
Letter of credit [Member] | Accounts receivable securitization [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Letter of credit, unused capacity, commitment fee percentage | 0.0035 | ||
Letter of credit [Member] | Accounts receivable securitization [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Letter of credit, unused capacity, commitment fee percentage | 0.0045 | ||
Letter of credit [Member] | Line of credit [Member] | |||
Debt Instrument [Line Items] | |||
Letters of credit issued | $ 2,000 | $ 2,004 | |
Letter of credit [Member] | |||
Debt Instrument [Line Items] | |||
Revolving credit facility, maximum borrowing capacity | $ 100,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, percentage of outstanding stock maximum | 5.00% | ||||
Share-based compensation arrangement by share-based payment award, percentage of outstanding and available for grant, maximum | 10.00% | ||||
Compensation expense, share-based payment plans | $ 1,462 | $ 678 | $ 2,448 | $ 1,324 | |
Stock split, conversion ratio | 2 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||
Volatility rate | 10.30% | 10.60% | |||
Risk-free interest rate | 2.20% | 1.80% | |||
Expected dividend yield | 0.70% | 0.70% | |||
Expected life of awards (years) | 8 years 10 months 24 days | 9 years 6 months | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Outstanding, beginning balance | [1] | 1,599,296 | |||
Granted | [1] | 148,500 | |||
Exercised | [1] | (74,420) | |||
Forfeited | [1] | (64,574) | |||
Outstanding, ending balance | [1] | 1,608,802 | 1,608,802 | ||
Exercisable, ending balance | [1] | 869,302 | 869,302 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||
Outstanding, weighted average exercise price, beginning balance | [1] | $ 12.49 | |||
Granted, weighted average exercise price | [1] | 17.6 | |||
Exercised, weighted average exercise price | [1] | 10.40 | |||
Forfeited, weighted average exercise price | [1] | 12.75 | |||
Outstanding, weighted average exercise price, ending balance | [1] | $ 13.05 | 13.05 | ||
Exercisable, weighted average exercise price, ending balance | [1] | $ 11.23 | $ 11.23 | ||
Exercisable, weighted average remaining contractual life (years) | 5 years 4 months 24 days | ||||
Outstanding, aggregate intrinsic value | $ 7,320 | $ 7,320 | |||
Exercisable, aggregate intrinsic value | 5,537 | 5,537 | |||
Outstanding, unrecognized compensation cost | $ 1,438 | $ 1,438 | |||
Employee service share-based compensation, nonvested awards, total compensation cost not yet recognized, period for recognition | 2 years 3 months 18 days | ||||
Employee stock purchase plan [Domain] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense, share-based payment plans | $ 415 | $ 337 | |||
Employee stock purchase plan, service period | 1 year | ||||
Employee stock purchase plan, percentage of market price, purchase date | 85.00% | ||||
Employee stock purchase plan, discount from market price, purchase date | 15.00% | ||||
Stock option plans [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense, share-based payment plans | $ 395 | 270 | |||
Stock options awarded, term (years) | 10 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||
Outstanding, weighted average remaining contractual life (years) | 6 years 8 months 12 days | ||||
Stock-settled stock appreciation rights (SSARs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense, share-based payment plans | $ 757 | 292 | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | |||||
Unvested, beginning balance | [1] | 743,662 | |||
Granted | [1] | 152,000 | |||
Forfeited | [1] | 0 | |||
Vested | [1] | (240,546) | |||
Unvested, ending balance | [1] | 655,116 | 655,116 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||
Unvested, weighted average award date value, beginning balance | [1] | $ 2.75 | |||
Granted, weighted average award date value | [1] | 3.57 | |||
Forfeited, weighted average award date value | [1] | 0 | |||
Vested, weighted average award date value | [1] | 2.59 | |||
Unvested, weighted average award date value, ending balance | [1] | $ 3 | $ 3 | ||
Weighted average remaining contractual life (years) | 2 years 8 months 12 days | ||||
Unrecognized compensation cost | $ 1,301 | $ 1,301 | |||
Aggregate intrinsic value | $ 11,530 | $ 11,530 | |||
Employee SSARs [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | |||||
Unvested, ending balance | [1] | 655,116 | 655,116 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||
Unvested, weighted average award date value, ending balance | [1] | $ 3 | $ 3 | ||
Weighted average remaining contractual life (years) | 2 years 8 months 12 days | ||||
Unrecognized compensation cost | $ 1,301 | $ 1,301 | |||
Aggregate intrinsic value | $ 11,530 | 11,530 | |||
Restricted stock units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense, share-based payment plans | $ 881 | $ 425 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | |||||
Unvested, beginning balance | [1] | 304,958 | |||
Granted | [1] | 80,350 | |||
Forfeited | [1] | 0 | |||
Vested | [1] | (49,964) | |||
Unvested, ending balance | [1] | 335,344 | 335,344 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||
Unvested, weighted average award date value, beginning balance | [1] | $ 13.22 | |||
Granted, weighted average award date value | [1] | 17.01 | |||
Forfeited, weighted average award date value | [1] | 0 | |||
Vested, weighted average award date value | [1] | 11.38 | |||
Unvested, weighted average award date value, ending balance | [1] | $ 14.40 | $ 14.40 | ||
Weighted average remaining contractual life (years) | 2 years 9 months 18 days | ||||
Unrecognized compensation cost | $ 2,604 | $ 2,604 | |||
Aggregate intrinsic value | $ 5,902 | $ 5,902 | |||
[1] | Adjusted for two-for-one stock split |
Net Periodic Benefit Expense 45
Net Periodic Benefit Expense - Defined Benefit Pension Plans (Details) - Pension plans, defined benefit [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service costs--increase in benefit obligation earned | $ 132 | $ 90 | $ 265 | $ 190 |
Interest cost on projected benefit obligation | 264 | 310 | 527 | 627 |
Expected return on plan assets | (170) | (276) | (339) | (553) |
Settlement loss | 0 | 0 | 0 | 453 |
Amortization of net actuarial loss | 238 | 237 | 475 | 480 |
Amortization of prior service cost | 15 | 0 | 31 | 0 |
Net pension expense of defined benefit pension plans | $ 479 | $ 361 | $ 959 | $ 1,197 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jul. 01, 2017 | Jul. 02, 2016 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate | 39.20% | 41.20% | |
Unrecognized tax benefits | $ 2,532 | $ 2,532 | |
Unrecognized tax benefits that would impact effective tax rate | 2,053 | 2,053 | |
Unrecognized tax benefits, interest on income taxes accrued | $ 107 | $ 107 |
Accumulated Other Comprehensi47
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | |
Accumulated other comprehensive income (loss) [Roll Forward] | ||||
Beginning balance | $ (12,162) | $ (13,394) | ||
Unrealized gains | $ 881 | $ 245 | 1,203 | 1,997 |
Amounts reclassified from accumulated other comprehensive income (loss) | 506 | 829 | ||
Tax effect | (192) | (321) | ||
Net of tax amount | 1,517 | 2,505 | ||
Ending balance | (10,645) | (10,889) | (10,645) | (10,889) |
Foreign currency translation adjustments [Member] | ||||
Accumulated other comprehensive income (loss) [Roll Forward] | ||||
Beginning balance | (5,500) | (6,244) | ||
Unrealized gains | 1,203 | 1,997 | ||
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | ||
Tax effect | 0 | 0 | ||
Net of tax amount | 1,203 | 1,997 | ||
Ending balance | (4,297) | (4,247) | (4,297) | (4,247) |
Defined benefit pension plans [member] | ||||
Accumulated other comprehensive income (loss) [Roll Forward] | ||||
Beginning balance | (6,662) | (7,150) | ||
Unrealized gains | 0 | 0 | ||
Amounts reclassified from accumulated other comprehensive income (loss) | 506 | 829 | ||
Tax effect | (192) | (321) | ||
Net of tax amount | 314 | 508 | ||
Ending balance | $ (6,348) | $ (6,642) | $ (6,348) | $ (6,642) |
Per Share Amounts and Common 48
Per Share Amounts and Common Shares Outstanding (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 01, 2017USD ($)$ / sharesshares | Jul. 02, 2016USD ($)$ / sharesshares | Jul. 01, 2017USD ($)$ / sharesshares | Jul. 02, 2016USD ($)$ / sharesshares | Dec. 31, 2016$ / shares | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares outstanding at January 1, 2017 | 24,923,140 | |||||
Shares purchased | (942,035) | |||||
Shares sold | 449,298 | |||||
Stock subscription offering -- cash purchases | 41,781 | |||||
Options and awards exercised | 105,819 | |||||
Shares outstanding at July 1, 2017 | 24,578,003 | 24,578,003 | ||||
Stock split, conversion ratio | 2 | |||||
Net income | $ | $ 14,223 | $ 13,309 | $ 10,336 | $ 9,121 | ||
Weighted-average shares outstanding, basic | [1] | 24,797,000 | 25,528,000 | 24,582,000 | 25,534,000 | |
Weighted-average shares, partially-paid share subscriptions | [1] | 201,000 | 212,000 | 402,000 | 424,000 | |
Basic weighted average shares | [1] | 24,998,000 | 25,740,000 | 24,984,000 | 25,958,000 | |
Incremental shares from assumed exercise of stock subscription purchase rights | [1] | 141,000 | 136,000 | 143,000 | 136,000 | |
Incremental shares from assumed exercise of stock options and awards | [1] | 846,000 | 822,000 | 871,000 | 874,000 | |
Diluted weighted-average shares | [1] | 25,985,000 | 26,698,000 | 25,998,000 | 26,968,000 | |
Net income per share basic | $ / shares | [1] | $ 0.57 | $ 0.52 | $ 0.41 | $ 0.35 | |
Net income per share diluted | $ / shares | [1] | $ 0.55 | $ 0.50 | $ 0.40 | $ 0.34 | |
Employee and director options exercisable | [1] | 869,302 | 869,302 | |||
Partially-paid subscriptions | [1] | 804,048 | 804,048 | |||
Purchase rights outstanding | [1] | 319,956 | 319,956 | |||
Common stock, par value | $ / shares | $ 1 | $ 1 | $ 1 | |||
Permanent equity [Member] | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares outstanding at January 1, 2017 | 17,866,236 | |||||
Shares purchased | (351,033) | |||||
Shares sold | 184,651 | |||||
Stock subscription offering -- cash purchases | 41,781 | |||||
Options and awards exercised | 105,819 | |||||
Shares outstanding at July 1, 2017 | 17,847,454 | 17,847,454 | ||||
Temporary equity [Member] | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares outstanding at January 1, 2017 | 7,056,904 | |||||
Shares purchased | (591,002) | |||||
Shares sold | 264,647 | |||||
Stock subscription offering -- cash purchases | 0 | |||||
Options and awards exercised | 0 | |||||
Shares outstanding at July 1, 2017 | 6,730,549 | 6,730,549 | ||||
[1] | Adjusted for two-for-one stock split |
Per Share Amounts and Common 49
Per Share Amounts and Common Shares Outstanding Stock subscription (Details) | 6 Months Ended | |
Jul. 01, 2017USD ($)$ / sharesshares | ||
Equity [Abstract] | ||
Stock subscription offering, subscription price | $ / shares | $ 9.85 | [1] |
Stock subscription offering, number of shares subscribed | shares | 1,275,428 | [1] |
stock subscription offering, value of shares subscribed | $ | $ 12,563,000 | |
Stock subscription offering, minimum financed amount | $ | $ 5,000 | |
Stock subscription offering, down payment | 10.00% | |
Stock subscription offering, term (in years) | 7 years | |
Stock subscription offering, interest rate | 2.00% | |
Stock subscription offering, minimum amount to receive right | $ | $ 5,000 | |
Stock subscription offering, number of shares purchased to receive one right | shares | 3 | |
Stock subscription offering, number of rights issued | shares | 423,600 | [1] |
Stock subscription offering, portion exercisable per year | 14.29% | |
Stock subscription offering, right expiration term (in years) | 7 years | |
[1] | Adjusted for two-for-one stock split |
Operations by Business Segmen50
Operations by Business Segment (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 01, 2017USD ($) | Jul. 02, 2016USD ($) | Jul. 01, 2017USD ($) | Jul. 02, 2016USD ($) | Dec. 31, 2016USD ($) | ||
Segment Reporting Information [Line Items] | ||||||
Number of reportable segments | 2 | |||||
Revenues | $ 245,037 | $ 224,763 | $ 437,850 | $ 405,596 | ||
Income (loss) from operations | 25,312 | 24,286 | 20,970 | 19,166 | ||
Interest expense | (1,072) | (1,062) | (2,329) | (2,027) | ||
Interest income | 73 | 60 | 143 | 128 | ||
Other income (expense), net | (992) | (1,156) | (1,784) | (1,755) | ||
Income before income taxes | 23,321 | 22,128 | 17,000 | 15,512 | ||
Segment assets, total | 460,172 | 426,144 | 460,172 | 426,144 | $ 423,939 | |
Utility services [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 112,903 | 105,285 | 225,381 | 205,313 | ||
Income (loss) from operations | 4,270 | 5,587 | 6,928 | 7,061 | ||
Segment assets, total | 171,472 | 159,824 | 171,472 | 159,824 | ||
Residential commercial services [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 131,299 | 118,945 | 210,886 | 199,279 | ||
Income (loss) from operations | 23,837 | 21,226 | 20,255 | 19,790 | ||
Segment assets, total | 202,502 | 181,945 | 202,502 | 181,945 | ||
All other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 835 | 533 | 1,583 | 1,004 | ||
Income (loss) from operations | (1,312) | (980) | (3,887) | (4,086) | ||
Segment assets, total | 0 | 0 | 0 | 0 | ||
Reconciling adjustments [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 0 | 0 | 0 | 0 | ||
Income (loss) from operations | [1] | (1,483) | (1,547) | (2,326) | (3,599) | |
Interest expense | (1,072) | (1,062) | (2,329) | (2,027) | ||
Interest income | 73 | 60 | 143 | 128 | ||
Other income (expense), net | (992) | (1,156) | (1,784) | (1,755) | ||
Segment assets, total | [2] | $ 86,198 | $ 84,375 | $ 86,198 | $ 84,375 | |
[1] | (a)Reclassification of depreciation expense and allocation of corporate expenses. | |||||
[2] | (b)Corporate assets include cash, prepaid expenses, corporate facilities, enterprise-wide information systems and other nonoperating assets. |
Fair Value Measurements and F51
Fair Value Measurements and Financial Instruments (Details) - Fair value, measurements, recurring [Member] - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 |
Quoted prices in active markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets invested for self-insurance, classified as other assets, noncurrent | $ 16,933 | $ 15,492 |
Deferred compensation | 0 | 0 |
Significant other observable inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets invested for self-insurance, classified as other assets, noncurrent | 0 | 0 |
Deferred compensation | 1,985 | 1,837 |
Significant unobservable inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets invested for self-insurance, classified as other assets, noncurrent | 0 | 0 |
Deferred compensation | 0 | 0 |
Total carrying value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets invested for self-insurance, classified as other assets, noncurrent | 16,933 | 15,492 |
Deferred compensation | $ 1,985 | $ 1,837 |
Fair Value Measurements and F52
Fair Value Measurements and Financial Instruments Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 |
Liabilities, fair value disclosure [Abstract] | ||
Revolving credit facility, noncurrent | $ 102,500 | $ 67,000 |
Senior unsecured notes | 24,000 | 24,000 |
Carrying value [Member] | ||
Liabilities, fair value disclosure [Abstract] | ||
Revolving credit facility, noncurrent | 102,500 | 67,000 |
Senior unsecured notes | 18,000 | 18,000 |
Term loans, noncurrent | 9,060 | 7,623 |
Total | 129,560 | 92,623 |
Fair value [Member] | ||
Liabilities, fair value disclosure [Abstract] | ||
Revolving credit facility, noncurrent | 102,500 | 67,000 |
Senior unsecured notes | 18,497 | 18,509 |
Term loans, noncurrent | 11,270 | 9,854 |
Total | $ 132,267 | $ 95,363 |
The Davey 401KSOP and Employe53
The Davey 401KSOP and Employee Stock Ownership Plan (Details) $ in Thousands | 6 Months Ended | |
Jul. 01, 2017USD ($)shares | Dec. 31, 2016USD ($) | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Employee Stock Ownership Plan (ESOP), Initial Shares in ESOP | shares | 120,000 | |
Employee Stock Ownership Plan (ESOP), Shares Adjusted for Stock Split | shares | 23,040,000 | |
Employee Stock Ownership Plan (ESOP), Initial Value in ESOP | $ 3 | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.00% | |
Defined Contribution Plan, Eligible Age | 21 | |
Defined Contribution Plan, Service Requirement for Eligibility | 1 year | |
Number of put option periods | 2 | |
Duration of put option periods | 60 days | |
Employee Stock Ownership Plan (ESOP), Fair Value of Shares Subject to Repurchase Obligation | $ 2 | $ 1 |
Company shares held in 401KSOP and ESOP, fair value | 121 | 123 |
Redeemable common shares related to 401KSOP and Employee Stock Ownership Plan (ESOP) | $ 123,169 | $ 124,201 |
Defined Contribution Plan, Tier 1 [Member] | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 100.00% | |
Defined Contribution Plan, Tier 2 [Member] | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 50.00% | |
Maximum [Member] | Defined Contribution Plan, Tier 1 [Member] | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 1.00% | |
Maximum [Member] | Defined Contribution Plan, Tier 2 [Member] | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 4.00% |