Davey Tree Expert 10-Q 2019 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 29, 2019

OR

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

For the transition period from ______________ to ______________

Commission file number 000-11917

THE DAVEY TREE EXPERT COMPANY

(Exact name of registrant as specified in its charter)

Ohio	34-0176110
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
1500 North Mantua Street
P.O. Box 5193
Kent, Ohio 44240
(Address of principal executive offices) (Zip code)
(330) 673-9511
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x   No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes x   No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

¨ Large Accelerated Filer	x Accelerated Filer	¨ Emerging Growth Company
¨ Non-Accelerated Filer	¨ Smaller Reporting Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ¨

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

There were 22,801,689 Common Shares, $1.00 par value, outstanding as of August 2, 2019. 

The Davey Tree Expert Company

Quarterly Report on Form 10-Q

June 29, 2019

INDEX

		Page
Part I.	Financial Information
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive Income (Loss)	4
	Condensed Consolidated Statements of Shareholders' Equity	5
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements
	A — Basis of Financial Statement Preparation	8
	B — Seasonality of Business	9
	C — Accounts Receivable, Net and Supplemental Balance-Sheet Information	9
	D — Business Combinations	10
	E — Identified Intangible Assets and Goodwill, Net	12
	F — Long-Term Debt and Commitments Related to Letters of Credit	13
	G — Leases	16
	H — Stock-Based Compensation	18
	I — Net Periodic Benefit Expense--Defined Benefit Pension Plans	21
	J — Income Taxes	22
	K — Accumulated Other Comprehensive Income (Loss)	23
	L — Per Share Amounts and Common and Redeemable Shares Outstanding	25
	M — Operations by Business Segment	26
	N — Revenue Recognition	29
	O — Fair Value Measurements and Financial Instruments	31
	P — Commitments and Contingencies	33
	Q — The Davey 401KSOP and Employee Stock Ownership Plan	35
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
	Results of Operations	36
	Liquidity and Capital Resources	40
	Cash Flow Summary	40
	Contractual Obligations Summary and Commercial Commitments	42
	Capital Resources	42
	Critical Accounting Policies and Estimates	42
	Note Regarding Forward-Looking Statements	42
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	44
Item 4.	Controls and Procedures	44
Part II.	Other Information
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 6.	Exhibits	47
Exhibit Index		48
Signatures		49

"We,” “us,” “our,” “Davey” and “Davey Tree,” unless the context otherwise requires, means The Davey Tree Expert Company and its subsidiaries.

- 1 -

THE DAVEY TREE EXPERT COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except per share data dollar amounts)

	June 29, 2019			December 31, 2018
Assets
Current assets:
Cash	$	16,057		$	22,661
Accounts receivable, net	212,421			195,906
Operating supplies	13,332			14,415
Other current assets	11,526			22,086
Total current assets	253,336			255,068
Property and equipment	662,217			639,396
Less accumulated depreciation	454,811			437,111
Total property and equipment, net	207,406			202,285
Right-of-use assets - operating leases	39,534			—
Other assets	20,016			21,769
Intangible assets and goodwill, net	49,857			47,501
Total assets	$	570,149		$	526,623
Liabilities and shareholders' equity
Current liabilities:
Accounts payable	$	34,735		$	43,958
Accrued expenses	47,317			44,061
Current portion of long-term debt and finance lease liabilities	11,119			23,859
Other current liabilities	42,187			27,434
Total current liabilities	135,358			139,312
Long-term debt	166,374			155,563
Lease liabilities - finance leases	1,985			2,862
Lease liabilities - operating leases	25,825			—
Self-insurance reserve	58,246			56,351
Other noncurrent liabilities	10,378			10,125
Total liabilities	398,166			364,213
Commitments and contingencies (Note P)
Redeemable common shares related to 401KSOP and Employee Stock Ownership Plan (ESOP); 5,297 and 5,642 shares at redemption value as of June 29, 2019 and December 31, 2018	119,702			119,049
Common shareholders' equity:
Common shares, $1.00 par value, per share; 48,000 shares authorized; 37,617 and 37,272 shares issued and outstanding before deducting treasury shares and which excludes 5,297 and 5,642 shares subject to redemption as of June 29, 2019 and December 31, 2018	37,617			37,272
Additional paid-in capital	91,921			82,623
Common shares subscribed, unissued	5,948			6,799
Retained earnings	167,611			157,472
Accumulated other comprehensive loss	(5,269		)	(5,034		)
	297,828			279,132
Less: Cost of common shares held in treasury; 20,114 shares at June 29, 2019 and 20,033 shares at December 31, 2018	245,116			235,042
Common shares subscription receivable	431			729
Total common shareholders' equity	52,281			43,361
Total liabilities and shareholders' equity	$	570,149		$	526,623
See notes to condensed consolidated financial statements.

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THE DAVEY TREE EXPERT COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands, except per share dollar amounts)

	Three Months Ended						Six Months Ended
	June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018
Revenues	$	301,434		$	270,649		$	549,323		$	479,300
Costs and expenses:
Operating	187,778			167,682			353,794			312,305
Selling	50,629			44,317			96,933			83,974
General and administrative	18,671			17,358			37,715			35,076
Depreciation and amortization	14,590			13,938			28,802			27,059
Gain on sale of assets, net	(516		)	(2,446		)	(1,169		)	(3,248		)
Total costs and expenses	271,152			240,849			516,075			455,166
Income from operations	30,282			29,800			33,248			24,134
Other income (expense):
Interest expense	(2,428		)	(1,754		)	(4,579		)	(3,155		)
Interest income	93			101			176			179
Other, net	(3,153		)	(1,052		)	(4,808		)	(2,714		)
Income before income taxes	24,794			27,095			24,037			18,444
Income taxes	5,047			5,381			4,783			3,357
Net income	$	19,747		$	21,714		$	19,254		$	15,087
Net income per share:
Basic	$	.86		$	.94		$	.83		$	.62
Diluted	$	.82		$	.89		$	.80		$	.59
Weighted-average shares outstanding:
Basic	22,915			23,121			23,139			24,439
Diluted	24,051			24,307			24,180			25,561
See notes to condensed consolidated financial statements.

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THE DAVEY TREE EXPERT COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(In thousands)

	Three Months Ended						Six Months Ended
	June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018
Net income	$	19,747		$	21,714		$	19,254		$	15,087
Components of other comprehensive income/(loss), net of tax:
Foreign currency translation adjustments	698			(747		)	1,207			(1,579		)
Amortization of defined benefit pension items:
Net actuarial (gain) loss	(1,498		)	135			(1,466		)	269
Prior service cost	12			12			24			24
Defined benefit pension plan adjustments	(1,486		)	147			(1,442		)	293
Other comprehensive loss, net of tax	(788		)	(600		)	(235		)	(1,286		)
Comprehensive income	$	18,959		$	21,114		$	19,019		$	13,801
See notes to condensed consolidated financial statements.

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THE DAVEY TREE EXPERT COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)

(In thousands, except per share data)

	Common Shares		Additional Paid-in Capital			Common Shares Subscribed, Unissued			Retained Earnings			Accumulated Other Comprehensive Income (Loss), Net of Tax			Common Shares Held in Treasury			Common Shares Subscription Receivable			Total Common Shareholders' Equity
Balances at March 30, 2019	$	37,077	$	81,201		$	6,408		$	156,389		$	(4,481	)	$	(236,470	)	$	(571	)	$	39,553
Net income	—		—			—			19,747			—			—			—			19,747
Change in 401KSOP and ESOP related shares	540		10,854			—			(7,945		)	—			—			—			3,449
Shares sold to employees	—		1,608			—			—			—			3,088			—			4,696
Options exercised	—		(995		)	—			—			—			2,208			—			1,213
Subscription shares	—		(493		)	(460		)	—			—			2,757			140			1,944
Stock-based compensation	—		(254		)	—			—			—			—			—			(254		)
Dividends, $.025 per shares	—		—			—			(580		)	—			—			—			(580		)
Currency translation adjustments	—		—			—			—			698			—			—			698
Defined benefit pension plans	—		—			—			—			(1,486		)	—			—			(1,486		)
Shares purchased	—		—			—			—			—			(16,699		)	—			(16,699		)
Balances at June 29, 2019	$	37,617	$	91,921		$	5,948		$	167,611		$	(5,269	)	$	(245,116	)	$	(431	)	$	52,281
Balances at January 1, 2019	$	37,272	$	82,623		$	6,799		$	157,472		$	(5,034	)	$	(235,042	)	$	(729	)	$	43,361
Net income	—		—			—			19,254			—			—			—			19,254
Change in 401KSOP and ESOP related shares	345		6,947			—			(7,945		)	—			—			—			(653		)
Shares sold to employees	—		3,561			—			—			—			5,544			—			9,105
Options exercised	—		(1,009		)	—			—			—			2,289			—			1,280
Subscription shares	—		(568		)	(851		)	—			—			3,222			298			2,101
Stock-based compensation	—		367			—			—			—			—			—			367
Dividends, $.05 per shares	—		—			—			(1,170		)	—			—			—			(1,170		)
Currency translation adjustments	—		—			—			—			1,207			—			—			1,207
Defined benefit pension plans	—		—			—			—			(1,442		)	—			—			(1,442		)
Shares purchased	—		—			—			—			—			(21,129		)	—			(21,129		)
Balances at June 29, 2019	$	37,617	$	91,921		$	5,948		$	167,611		$	(5,269	)	$	(245,116	)	$	(431	)	$	52,281
See notes to condensed consolidated financial statements.

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THE DAVEY TREE EXPERT COMPANY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)

(In thousands, except per share data)

	Common Shares		Additional Paid-in Capital			Common Shares Subscribed, Unissued			Retained Earnings			Accumulated Other Comprehensive Income (Loss), Net of Tax			Common Shares Held in Treasury			Common Shares Subscription Receivable			Total Common Shareholders' Equity
Balances at March 31, 2018	$	36,269	$	58,132		$	7,457		$	136,229		$	(9,079	)	$	(201,489	)	$	(1,629	)	$	25,890
Net income	—		—			—			21,714			—			—			—			21,714
Change in 401KSOP and ESOP related shares	476		8,624			—			(3,701		)	—			—			—			5,399
Shares sold to employees	—		2,684			—			—			—			4,216			—			6,900
Options exercised	—		244			—			—			—			1,093			—			1,337
Subscription shares	—		(40		)	(326		)	—			—			404			182			220
Stock-based compensation	—		166			—			—			—			—			—			166
Dividends, $.025 per shares	—		—			—			(595		)	—			—			—			(595		)
Currency translation adjustments	—		—			—			—			(747		)	—			—			(747		)
Defined benefit pension plans	—		—			—			—			147			—			—			147
Shares purchased	—		—			—			—			—			(20,289		)	—			(20,289		)
Balances at June 30, 2018	$	36,745	$	69,810		$	7,131		$	153,647		$	(9,679	)	$	(216,065	)	$	(1,447	)	$	40,142
Balances at January 1, 2018	$	36,447	$	58,554		$	7,529		$	143,835		$	(8,393	)	$	(198,327	)	$	(1,775	)	$	37,870
Net income	—		—			—			15,087			—			—			—			15,087
Change in 401KSOP and ESOP related shares	298		5,398			—			(3,701		)	—			—			—			1,995
Shares sold to employees	—		4,444			—			—			—			6,522			—			10,966
Options exercised	—		264			—			—			—			1,202			—			1,466
Subscription shares	—		20			(398		)	—			—			538			328			488
Stock-based compensation	—		1,130			—			—			—			—			—			1,130
Dividends, $.05 per shares	—		—			—			(1,219		)	—			—			—			(1,219		)
Adoption of ASU 2014-09	—		—			—			(355		)	—			—			—			(355		)
Currency translation adjustments	—		—			—			—			(1,579		)	—			—			(1,579		)
Defined benefit pension plans	—		—			—			—			293			—			—			293
Shares purchased	—		—			—			—			—			(26,000		)	—			(26,000		)
Balances at June 30, 2018	$	36,745	$	69,810		$	7,131		$	153,647		$	(9,679	)	$	(216,065	)	$	(1,447	)	$	40,142
See notes to condensed consolidated financial statements.

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THE DAVEY TREE EXPERT COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

	Six Months Ended
	June 29, 2019			June 30, 2018
Operating activities
Net income	$	19,254		$	15,087
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	28,802			27,059
Other	270			(129		)
Changes in operating assets and liabilities, net of assets acquired:
Accounts receivable	(15,960		)	(9,598		)
Accounts payable and accrued expenses	(609		)	(10,321		)
Self-insurance reserve	1,690			1,414
Prepaid expenses	9,178			3,955
Other, net	1,661			(4,805		)
	25,032			7,575
Net cash provided by operating activities	44,286			22,662
Investing activities
Capital expenditures:
Equipment	(37,192		)	(40,228		)
Land and building	(229		)	(238		)
Purchases of businesses, net of cash acquired	(3,030		)	(2,544		)
Proceeds from sales of fixed assets	1,634			4,396
Net cash used in investing activities	(38,817		)	(38,614		)
Financing activities
Revolving credit facility borrowings	264,500			244,000
Revolving credit facility payments	(278,500		)	(205,000		)
Purchase of common shares for treasury	(21,129		)	(26,356		)
Sale of common shares from treasury	12,486			12,920
Dividends paid	(1,170		)	(1,218		)
Proceeds from notes payable	51,073			12,888
Payments of notes payable	(38,587		)	(21,343		)
Payments of finance leases	(860		)	(577		)
Net cash (used in) provided by financing activities	(12,187		)	15,314
Effect of exchange rate changes on cash	114			—
Decrease in cash	(6,604		)	(638		)
Cash, beginning of period	22,661			13,121
Cash, end of period	$	16,057		$	12,483
Supplemental cash flow information follows:
Interest paid	$	4,523		$	3,118
Income taxes paid	827			5,126
See notes to condensed consolidated financial statements.

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The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

A. Basis of Financial Statement Preparation

The condensed consolidated financial statements present the financial position, results of operations and cash flows of The Davey Tree Expert Company and its subsidiaries. When we refer to “we,” “us,” “our,” “Davey,” or “Davey Tree”, we mean The Davey Tree Expert Company and its subsidiaries, unless otherwise expressly stated or the context indicates otherwise.

We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), as codified in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), and with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The consolidated financial statements include all adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal, recurring nature. All intercompany accounts and transactions have been eliminated.

Certain information and disclosures required by U.S. GAAP for complete financial statements have been omitted in accordance with the rules and regulations of the SEC. We suggest that these condensed consolidated financial statements be read in conjunction with the financial statements included in our annual report on Form 10-K for the year ended December 31, 2018 (the “2018 Annual Report”).

Use of Estimates in Financial Statement Preparation--The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect reported amounts. Our consolidated financial statements include amounts that are based on management’s best estimates and judgments. Estimates are used for, but not limited to, accounts receivable valuation, depreciable lives of fixed assets, self-insurance reserves, income taxes and revenue recognition. Actual results could differ from those estimates.

The Company’s fiscal quarters each contain thirteen operating weeks, with the exception of the fourth quarter of a 53-week fiscal year, which contains fourteen operating weeks. The Company’s fiscal quarter that ended June 29, 2019 is referred to as the second quarter of 2019, and the fiscal quarter ended June 30, 2018 is referred to as the second quarter of 2018.

Recent Accounting Guidance

Accounting Standards Adopted in 2019

Accounting Standards Update 2016-02, Leases (Topic 842)--In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02, “Leases (Topic 842).” ASU 2016-02, along with several subsequent updates, requires lessees to recognize assets and liabilities created by leases on their balance sheet along with additional disclosure information. The Company adopted the standard on January 1, 2019 using the Comparative Under ASC 840 approach, which permitted the Company to not recast historical periods for the adoption, and utilized practical expedients as available. The adoption of the new standard resulted in the recording, as of January 1, 2019, of operating right-of-use assets and lease liabilities of $37,429. The adoption of the new standard did not impact our consolidated results of operations and had no impact on our cash flows.

Accounting Standards Update 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220)--In February 2018, the FASB issued ASU 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220)." ASU 2018-02 provides an option to reclassify the stranded tax effects within accumulated other comprehensive income to retained earnings as a result of the Tax Cuts and Jobs Act of 2017. The Company adopted ASU 2018-02 effective January 1, 2019 and did not elect to reclassify the income tax effects of the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings.

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The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

A. Basis of Financial Statement Preparation (continued)

SEC Release No. 33-10532, Disclosure Update and Simplification--In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of shareholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of shareholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. We have incorporated the changes required by SEC Release No. 33-10532 in this report.

B. Seasonality of Business

Due to the seasonality of our business, our operating results for the three and six months ended June 29, 2019 are not indicative of results that may be expected for any other interim period or for the year ending December 31, 2019. Our 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.

C. Accounts Receivable, Net and Supplemental Balance-Sheet Information

Accounts receivable, net, consisted of the following:

Accounts receivable, net	June 29, 2019		December 31, 2018
Accounts receivable	$	165,105	$	158,556
Receivables under contractual arrangements(1)	50,164		40,671
	215,269		199,227
Less allowances for doubtful accounts	2,848		3,321
Accounts receivable, net	$	212,421	$	195,906

⁽¹⁾  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	June 29, 2019		December 31, 2018
Refundable income taxes	$	—	$	1,625
Prepaid expense	10,428		19,529
Other	1,098		932
Total	$	11,526	$	22,086

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The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

C. Accounts Receivable, Net and Supplemental Balance-Sheet Information (continued)

Other assets, noncurrent	June 29, 2019		December 31, 2018
Assets invested for self-insurance	$	12,552	$	15,379
Investment--cost-method affiliate	1,218		1,218
Deferred income taxes	411		573
Other	5,835		4,599
Total	$	20,016	$	21,769

Accrued expenses	June 29, 2019		December 31, 2018
Employee compensation	$	18,966	$	24,086
Accrued compensated absences	10,316		9,711
Self-insured medical claims	4,845		3,343
Income tax payable	3,881		31
Customer advances, deposits	1,258		1,322
Taxes, other than income	4,830		2,546
Other	3,221		3,022
Total	$	47,317	$	44,061

Other current liabilities	June 29, 2019		December 31, 2018
Notes payable	$	1,609	$	—
Current portion of:
Lease liability-operating leases	13,341		—
Self-insurance reserves	27,237		27,434
Total	$	42,187	$	27,434

Other noncurrent liabilities	June 29, 2019		December 31, 2018
Pension and retirement plans	$	5,991	$	6,138
Other	4,387		3,987
Total	$	10,378	$	10,125

D. Business Combinations

Our investments in businesses during the first six months of 2019 were $4,480, including liabilities assumed of $314 and debt issued, in the form of notes payable to the sellers, of $1,133, 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

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The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

D. Business Combinations (continued)

one year from the acquisition date. During the six months ended June 30, 2018, our investment in businesses was $3,534, including debt issued, in the form of notes payable to the sellers, of $990.

The following table summarizes the preliminary purchase price allocation of the estimated fair values of the assets acquired and liabilities assumed:

	June 29, 2019			December 31, 2018
Detail of acquisitions:
Assets acquired:
Cash	$	3		$	—
Receivables	41			1,311
Operating supplies	79			23
Prepaid expense	13			89
Equipment	830			4,079
Deposits and other	—			7
Intangibles	2,135			4,895
Goodwill	1,379			2,840
Liabilities assumed	(314		)	(2,381		)
Debt issued for purchases of businesses	(1,133		)	(2,402		)
Cash paid	$	3,033		$	8,461

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 ended June 29, 2019 was not significant. Pro forma net sales and results of operations for the acquisitions, had they occurred at the beginning of the six months ended June 29, 2019, are not material and, accordingly, are not provided.

The acquired intangible assets consist of tradenames, non-competition agreements and customer relationships. The tradenames and customer relationships were assigned an average six-year useful life and the non-competition agreements were assigned an average five-year useful life.

Subsequent to June 29, 2019 and through August 6, 2019, we acquired two businesses approximating $932 with no liabilities assumed and debt issued of $157. The acquired companies are in our Residential and Commercial segment and are located in the British Columbia and Ontario, Canada markets. We do not expect the effect of these acquisitions on our consolidated revenues and results of operations, either individually or in the aggregate, to be significant.

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The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

E. Identified Intangible Assets and Goodwill, Net

The carrying amounts of the identified intangible assets and goodwill acquired were as follows:

	June 29, 2019				December 31, 2018
	Carrying Amount		Accumulated Amortization		Carrying Amount		Accumulated Amortization
Amortized intangible assets:
Customer lists/relationships	$	26,892	$	19,073	$	25,179	$	18,251
Employment-related	8,184		7,144		8,133		6,954
Tradenames	7,118		5,608		6,858		5,435
Amortized intangible assets	42,194		$	31,825	40,170		$	30,640
Less accumulated amortization	31,825				30,640
Identified intangible assets, net	10,369				9,530
Goodwill	39,488				37,971
	$	49,857			$	47,501

The changes in the carrying amounts of goodwill, by segment, for the six months ended June 29, 2019 and June 30, 2018 follow:

	Balance at January 1, 2019		Acquisitions		Translation and Other Adjustments			Balance at June 29, 2019
Utility	$	4,911	$	—	$	—		$	4,911
Residential and Commercial	33,060		1,379		138			34,577
Total	$	37,971	$	1,379	$	138		$	39,488
	Balance at January 1, 2018		Acquisitions		Translation and Other Adjustments			Balance at June 30, 2018
Utility	$	3,424	$	—	$	—		$	3,424
Residential and Commercial	32,053		1,013		(327		)	32,739
Total	$	35,477	$	1,013	$	(327	)	$	36,163

- 12 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

E. Identified Intangible Assets and Goodwill, Net (continued)

Estimated future aggregate amortization expense of intangible assets--The estimated future aggregate amortization expense of intangible assets, as of June 29, 2019 is as follows:

	Estimated Future Amortization Expense
Year ending December 31, 2019	$	1,254
2020	2,327
2021	1,885
2022	1,655
2023	1,500
Thereafter	1,748
	$	10,369

F. Long-Term Debt and Commitments Related to Letters of Credit

Our long-term debt consisted of the following:

	June 29, 2019		December 31, 2018
Revolving credit facility:
Swing-line borrowings	$	1,500	$	2,500
LIBOR borrowings	78,000		91,000
	79,500		93,500
Senior unsecured notes:
5.09% Senior unsecured notes	12,000		12,000
3.99% Senior unsecured notes	50,000		50,000
4.00% Senior unsecured notes	25,000		—
	87,000		62,000
Term loans	10,194		23,176
	176,694		178,676
Less debt issuance costs	513		599
Less current portion	9,807		22,514
	$	166,374	$	155,563

Revolving Credit Facility --As of June 29, 2019, we had a $250,000 revolving credit facility with a group of banks, which expires in October 2022 and permits borrowings, as defined, up to $250,000, including a letter of credit sublimit of $100,000 and a swing-line commitment of $25,000. Under certain circumstances, the amount available under the revolving credit facility may be increased to $325,000. 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 (not to exceed 3.00 to 1.00 with exceptions in case of material acquisitions) and a minimum interest coverage ratio (not less than 3.00 to 1.00), in each case subject to certain further restrictions as described in the credit agreement. As of June 29, 2019, we had unused commitments under the facility approximating$167,712, with $82,288 committed, consisting of borrowings of$79,500 and issued letters of credit of$2,788.

- 13 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

F. Long-Term Debt and Commitments Related to Letters of Credit (continued)

Borrowings outstanding bear interest, at Davey Tree’s option, of either (a) a base rate or (b) LIBOR plus a margin adjustment ranging from .875% 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 .225% is also required based on the average daily unborrowed commitment.

5.09% Senior Unsecured Notes--During July 2010, we issued 5.09% Senior Unsecured Notes, Series A (the "5.09% Senior Notes"), in the aggregate principal amount of $30,000 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 due July 22, 2020.

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 (thesixth 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.

3.99% Senior Unsecured Notes--On September 21, 2018, we issued 3.99% Senior Notes, Series A (the "3.99% Senior Notes"), in the aggregate principal amount of $50,000. The 3.99% Senior Notes are due September 21, 2028.

The 3.99% Senior Notes were issued pursuant to a Note Purchase and Private Shelf Agreement (the “Note Purchase and Shelf Agreement”) between the Company, PGIM, Inc. and the purchasers of the 3.99% Senior Notes. Subsequent series of promissory notes may be issued pursuant to the Note Purchase and Shelf Agreement (the "Shelf Notes") in an aggregate additional principal amount not to exceed $50,000 ($25,000 of which was issued on February 5, 2019).

The 3.99% Senior Notes are equal in right of payment with our revolving credit facility and all other senior unsecured obligations of the Company. Interest is payable semiannually and five equal, annual principal payments commence on September 21, 2024 (thesixth anniversary of issuance).  The Note Purchase and Shelf Agreement contains customary events of default and covenants related to limitations on indebtedness and transactions with affiliates and the maintenance of certain financial ratios. The Company may prepay at any time all, or from time to time any part of, the outstanding principal amount of the 3.99% Senior Notes, subject to the payment of a make-whole amount.

In conjunction with the issuance of the 3.99% Senior Notes, on September 21, 2018, the Company entered into an amendment to its revolving credit facility. The amendment amended certain provisions and covenants in the credit agreement to generally conform them to the corresponding provisions and covenants in the Note Purchase and Shelf Agreement. The amendment also permitted the Company to incur indebtedness arising under the Note Purchase and Shelf Agreement in an aggregate principal amount not to exceed $75,000, which included the $50,000 of 3.99% Senior Notes, plus an additional $25,000 in Shelf Notes (which were issued on February 5, 2019).

4.00% Senior Unsecured Notes--On February 5, 2019, we issued 4.00% Senior Notes, Series B (the "4.00% Senior Notes") pursuant to the Note Purchase and Shelf Agreement in the aggregate principal amount of $25,000. The notes are due September 21, 2028. Subsequent series of Shelf Notes may be issued pursuant to the Note Purchase and Shelf Agreement in an aggregate additional principal amount not to exceed $25,000. A further amendment to the revolving credit facility would be required for such a transaction to be permissible under the revolving credit facility. The 4.00% Senior Notes are equal in right of payment with our revolving credit facility and all other senior unsecured obligations of the Company. Interest is payable semiannually and five equal, annual principal payments commence on September 21, 2024.

- 14 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

F. Long-Term Debt and Commitments Related to Letters of Credit (continued)

The net proceeds of all senior notes were used to pay down borrowings under our revolving credit facility.

Term loans--Periodically, the Company will enter into term loans for the procurement of insurance or to finance acquisitions.

Aggregate Maturities of Long-Term Debt--Aggregate maturities of long-term debt based on the principal amounts outstanding atJune 29, 2019 were as follows: 2019--$8,414; 2020--$7,990; 2021--$5,523; 2022--$79,755; 2023--$12; and thereafter $75,000.

Accounts Receivable Securitization Facility--In May 2019, the Company amended its Accounts Receivable Securitization Facility (the "AR Securitization program") to extend the scheduled termination date for an additional one-year period, to May 19, 2020.

The AR Securitization program has a limit of $100,000, of which $67,438 was issued for letters of credit ("LCs") as of June 29, 2019.

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 LCs as of June 29, 2019--to the bank in exchange for the bank issuing LCs.

Receivables from PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company (collectively, "PG&E", which filed voluntary bankruptcy petitions under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of California, while remaining in the securitized pool, are considered ineligible and are excluded from performance ratios and reserves.

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 June 29, 2019, total commitments related to issued LCs were $72,236, of which $2,788 were issued under the revolving credit facility, $67,438 were issued under the AR Securitization program, and $2,010 were issued under short-term lines of credit. As of December 31, 2018, total commitments related to issued LCs were $72,565, of which $3,123 were issued under the revolving credit facility, $67,438 were issued under the AR Securitization program, and $2,004 were issued under short-term lines of credit.

As of June 29, 2019, we are in compliance with all debt covenants.

- 15 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

G. Leases

We lease certain office and parking facilities, warehouse space, equipment, vehicles and information technology equipment under operating leases. Lease expense for these leases is recognized within the Condensed Consolidated Statements of Operations on a straight-line basis over the lease term, with variable lease payments recognized in the period those payments are incurred. The following table summarizes the amounts recognized in our Condensed Consolidated Balance Sheet related to leases:

	Condensed Consolidated Balance Sheet Classification	June 29, 2019
Assets
Operating lease assets	Right-of-use assets - operating leases	$	39,534
Finance lease assets	Property and equipment, net	3,600
Total lease assets		$	43,134
Liabilities
Current operating lease liabilities	Other current liabilities	$	13,341
Non-current operating lease liabilities	Lease liabilities - operating leases	25,825
Total operating lease liabilities		39,166
Current portion of finance lease liabilities	Current portion of long-term debt and finance lease liabilities	1,312
Non-current finance lease liabilities	Lease liabilities - finance leases	1,985
Total finance lease liabilities		3,297
Total lease liabilities		$	42,463

The components of lease cost recognized within our Condensed Consolidated Statement of Operations were as follows:

		Three Months Ended		Six Months Ended
	Condensed Consolidated Statement of Operations Classification	June 29, 2019		June 29, 2019
Operating lease cost	Operating expense	$	1,629	$	3,067
Operating lease cost	Selling expense	2,158		4,325
Operating lease cost	General and administrative expense	202		403
Finance lease cost:
Amortization of right-of-use assets	Depreciation and amortization	340		685
Interest expense on lease liabilities	Interest expense	29		63
Other lease cost (1)	Operating expense	1,011		1,730
Other lease cost (1)	Selling expense	270		616
Other lease cost (1)	General and administrative expense	1		3
Total lease cost		$	5,640	$	10,892
(1) Other lease cost includes short-term lease costs and variable lease costs.

- 16 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

G. Leases (continued)

We often have options to renew lease terms for buildings and other assets. The exercise of lease renewal options is generally at our sole discretion. In addition, certain lease agreements may be terminated prior to their original expiration date at our discretion. We evaluate each renewal and termination option at the lease commencement date to determine if we are reasonably certain to exercise the option on the basis of economic factors. The table below summarizes the weighted average remaining lease term as of June 29, 2019.

Operating leases	3.6 years
Finance leases	2.8 years

The discount rate implicit within our leases is generally not determinable and therefore the Company determines the discount rate based on its incremental borrowing rate. The incremental borrowing rate for each lease is determined based on its term and the currency in which lease payments are made, adjusted for the impacts of collateral. The table below summarizes the weighted average discount rate used to measure our lease liabilities as of June 29, 2019.

Operating leases	3.93	%
Finance leases	3.42	%

Supplemental Cash Flow Information Related to Leases

	Six Months Ended
	June 29, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(8,175	)
Operating cash flows from finance leases	(63		)
Financing cash flows from finance leases	(860		)
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	47,779

Maturity Analysis of Lease Liabilities

	As of June 29, 2019
	Operating Leases		Finance Leases
Remaining six months of 2019	$	7,648	$	508
2020	13,242		1,371
2021	9,778		1,206
2022	6,504		272
2023	2,855		82
Thereafter	1,731		—
Total lease payments	41,758		3,439
Less interest	2,592		142
Total	$	39,166	$	3,297

- 17 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

G. Leases (continued)

	December 31, 2018
	Operating Leases
2019	$	14,023
2020	11,272
2021	7,712
2022	5,129
2023	2,060
Thereafter	1,923
Total lease payments	$	42,119

H. Stock-Based Compensation

Our shareholders approved the 2014 Omnibus Stock Plan (the “2014 Stock Plan”) at our annual meeting of shareholders on May 20, 2014. The 2014 Stock Plan replaced the expired 2004 Omnibus Stock Plan (the “2004 plan”) previously approved by the shareholders in 2004. The 2014 Stock Plan is administered by the Compensation Committee of the Board of Directors and 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 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 ("SSARs") and restricted stock units ("RSUs") -- are included in the results of operations as follows:

	Three Months Ended				Six Months Ended
	June 29, 2019		June 30, 2018		June 29, 2019		June 30, 2018
Compensation expense, all share-based payment plans	$	776	$	769	$	1,529	$	1,793

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

- 18 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

H. Stock-Based Compensation (continued)

plan resulted in compensation cost of $536 being recognized for the six months ended June 29, 2019 and $488for the six months ended June 30, 2018.

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 $315 for the six months ended June 29, 2019 and $346 for the six months ended June 30, 2018.

Stock-Settled Stock Appreciation Rights-- A SSARs 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. Effective January 1, 2019, Management and the Compensation Committee replaced the issuance of future SSARs with performance-based restricted stock units ("PRSUs") for certain management employees.

The following table summarizes our SSARs as of June 29, 2019.

Stock-Settled Stock Appreciation Rights	Number of Rights		Weighted- Average Award Date Value		Weighted- Average Remaining Contractual Life	Unrecognized Compensation Cost		Aggregate Intrinsic Value
Unvested, January 1, 2019	380,982		$	3.42
Granted	—		—
Forfeited	—		—
Vested	(115,080	)	3.31
Unvested, June 29, 2019	265,902		$	3.47	1.9 years	$	734	$	5,611

Compensation costs for SSARs are determined using a fair-value method and amortized over the requisite service period. Compensation expense for SSARs was $190 for the six months ended June 29, 2019 and $290 for the six months ended June 30, 2018.

Restricted Stock Units--During the six months ended June 29, 2019, the Compensation Committee awarded 29,046 PRSUs to certain management employees and 11,942 RSUs to nonemployee directors. The Compensation Committee made similar awards in prior periods. The awards vest over specified periods. The following table summarizes PRSUs and RSUs as of June 29, 2019.

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The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

H. Stock-Based Compensation (continued)

Restricted Stock Units	Number of Stock Units		Weighted- Average Grant Date Value		Weighted- Average Remaining Contractual Life	Unrecognized Compensation Cost		Aggregate Intrinsic Value
Unvested, January 1, 2019	247,838		$	15.68
Granted	40,988		20.45
Forfeited	—		—
Vested	(60,474	)	13.55
Unvested, June 29, 2019	228,352		$	17.10	2.4 years	$	2,078	$	4,818
Employee PRSUs	196,930		$	16.79	2.5 years	$	1,666	$	4,155
Nonemployee Director RSUs	31,422		$	19.01	2.0 years	$	412	$	663

Compensation cost for RSUs is determined using a fair-value method and amortized on the straight-line recognition method over the requisite service period. Compensation expense on RSUs totaled $488 for the six months ended June 29, 2019 and $669 for the six months ended June 30, 2018.

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 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
	June 29, 2019		June 30, 2018
Volatility rate	9.9	%	10.1	%
Risk-free interest rate	2.3	%	2.7	%
Expected dividend yield	.7	%	.7	%
Expected life of awards (years)	8.8		9.2

- 20 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

H. Stock-Based Compensation (continued)

General Stock Option Information--The following table summarizes activity under the stock option plans for the six months ended June 29, 2019.

Stock Options	Number of Options Outstanding		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding, January 1, 2019	1,466,264		$	13.94
Granted	151,145		21.10
Exercised	(75,139	)	10.43
Forfeited	(4,200	)	16.06
Outstanding, June 29, 2019	1,538,070		$	14.81	5.9 years	$	9,674
Exercisable, June 29, 2019	1,039,125		$	13.05	4.8 years	$	8,365

As of June 29, 2019, there was approximately $1,662 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, RSUs, PRSUs or purchases under the Employee Stock Purchase Plan.

I. 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
	June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018
Components of pension expense (income)
Service costs--increase in benefit obligation earned	$	30		$	100		$	75		$	200
Interest cost on projected benefit obligation	61			179			136			359
Expected return on plan assets	(14		)	(57		)	(37		)	(115		)
Settlement loss	1,677			—			1,677			—
Amortization of net actuarial loss	31			182			75			364
Amortization of prior service cost	16			16			32			32
Net pension expense of defined benefit pension plans	$	1,801		$	420		$	1,958		$	840

- 21 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

I. Net Periodic Benefit Expense--Defined Benefit Pension Plans (continued)

During April 2019, we entered into an agreement to purchase a guaranteed group annuity contract from a third-party insurance company which unconditionally and irrevocably guarantees the full-payment of all annuity payments to the remaining 231 participants in our Employee Retirement Plan (“ERP”) for which benefits were frozen effective December 31, 2008. The April 2019 agreement transferred all remaining ERP benefit obligations to the third-party insurance company, resulting in a pretax actuarial settlement loss of $1,677.

The components of net periodic benefit expense, other than the service cost component, are included in the line item other income (expense) in the statement of operations.

J. 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 estimated annual effective tax rate for the six months ended June 29, 2019 was 19.9%. Our annual effective tax rate for the six months ended June 30, 2018 was estimated at 18.2%. Our effective tax rate was 20.4% and 19.9% for the three months ended June 29, 2019 and June 30, 2018, respectively. The change in the effective tax rate from statutory tax rates is primarily due to the impact of favorable discrete items.

As of June 29, 2019, we had unrecognized tax benefits of $1,332, of which $606 would affect our effective rate if recognized, and accrued interest expense related to unrecognized benefits of $40. At December 31, 2018, we had unrecognized tax benefits of $1,325, of which $599 would affect our effective rate if recognized, and accrued interest expense related to unrecognized benefits of $35. 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. We recognize interest accrued related to unrecognized tax benefits in income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense.

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. The Company has been audited by the Internal Revenue Service through 2016. With the exception of U.S. state jurisdictions, the Company is no longer subject to examination by tax authorities for the years through 2016. As of June 29, 2019, we believe it is reasonably possible that the total amount of unrecognized tax benefits will not significantly increase or decrease.

- 22 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

K. Accumulated Other Comprehensive Income (Loss)

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

The following summarizes the components of other comprehensive income (loss) accumulated in shareholders’ equity for the three and six months ended June 29, 2019 and the three and six months ended June 30, 2018:

Three Months Ended June 29, 2019	Foreign Currency Translation Adjustments			Defined Benefit Pension Plans			Accumulated Other Comprehensive Income (Loss)
Balance at March 30, 2019	$	(5,310	)	$	829		$	(4,481	)
Other comprehensive income (loss) before reclassifications
Unrealized gains	$	698		$	—		$	698
Amounts reclassified from accumulated other comprehensive income (loss)	—			(1,655		)	(1,655		)
Tax effect	—			169			169
Net of tax amount	698			(1,486		)	(788		)
Balance at June 29, 2019	$	(4,612	)	$	(657	)	$	(5,269	)

Three Months Ended June 30, 2018	Foreign Currency Translation Adjustments			Defined Benefit Pension Plans			Accumulated Other Comprehensive Income (Loss)
Balance at March 31, 2018	$	(4,137	)	$	(4,942	)	$	(9,079	)
Other comprehensive income (loss) before reclassifications
Unrealized losses	$	(747	)	$	—		$	(747	)
Amounts reclassified from accumulated other comprehensive income (loss)	—			198			198
Tax effect	—			(51		)	(51		)
Net of tax amount	(747		)	147			(600		)
Balance at June 30, 2018	$	(4,884	)	$	(4,795	)	$	(9,679	)

- 23 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

K. Accumulated Other Comprehensive Income (Loss) (continued)

Six Months Ended June 29, 2019	Foreign Currency Translation Adjustments			Defined Benefit Pension Plans			Accumulated Other Comprehensive Income (Loss)
Balance at January 1, 2019	$	(5,819	)	$	785		$	(5,034	)
Other comprehensive income (loss) before reclassifications
Unrealized gains	$	1,207		$	—		$	1,207
Amounts reclassified from accumulated other comprehensive income (loss)	—			(1,595		)	(1,595		)
Tax effect	—			153			153
Net of tax amount	1,207			(1,442		)	(235		)
Balance at June 29, 2019	$	(4,612	)	$	(657	)	$	(5,269	)

Six Months Ended June 30, 2018	Foreign Currency Translation Adjustments			Defined Benefit Pension Plans			Accumulated Other Comprehensive Income (Loss)
Balance at January 1, 2018	$	(3,305	)	$	(5,088	)	$	(8,393	)
Other comprehensive income (loss) before reclassifications
Unrealized losses	$	(1,579	)	$	—		$	(1,579	)
Amounts reclassified from accumulated other comprehensive income (loss)	—			396			396
Tax effect	—			(103		)	(103		)
Net of tax amount	(1,579		)	293			(1,286		)
Balance at June 30, 2018	$	(4,884	)	$	(4,795	)	$	(9,679	)

The change in defined benefit pension plans of $(1,655) and $(1,595) for the three and six months ended June 29, 2019 and $198 and $396 for the three and six months ended June 30, 2018 is included in net periodic pension expense classified in the condensed consolidated statement of operations as general and administrative or other income (expense).

- 24 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

L. 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:

	Three Months Ended				Six Months Ended
	June 29, 2019		June 30, 2018		June 29, 2019		June 30, 2018
Income available to common shareholders:
Net income	$	19,747	$	21,714	$	19,254	$	15,087
Weighted-average shares:
Basic:
Outstanding	22,764		22,926		22,837		24,077
Partially-paid share subscriptions	151		195		302		362
Basic weighted-average shares	22,915		23,121		23,139		24,439
Diluted:
Basic from above	22,915		23,121		23,139		24,439
Incremental shares from assumed:
Exercise of stock subscription purchase rights	88		140		104		143
Exercise of stock options and awards	1,048		1,046		937		979
Diluted weighted-average shares	24,051		24,307		24,180		25,561
Net income per share:
Basic	$	.86	$	.94	$	.83	$	.62
Diluted	$	.82	$	.89	$	.80	$	.59

- 25 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

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 June 29, 2019 follows:

	Common Shares Net of Treasury Shares		Redeemable Shares		Total
Shares outstanding at January 1, 2019	17,238,497		5,642,155		22,880,652
Shares purchased	(433,296	)	(569,267	)	(1,002,563	)
Shares sold	235,591		223,675		459,266
Stock subscription offering -- cash purchases	270,607		—		270,607
Options and awards exercised	191,532		—		191,532
Shares outstanding at June 29, 2019	17,502,931		5,296,563		22,799,494

On June 29, 2019, we had 22,799,494 common and redeemable shares outstanding, employee options exercisable to purchase 1,039,125 common shares and partially-paid subscriptions for 603,832 common shares.

Stock Subscription Offering--Beginning May 2012, the Company offered to eligible employees and nonemployee directors the right to subscribe to common shares of the Company at $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 was required 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.

M. 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.

- 26 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

M. Operations by Business Segment (continued)

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 and 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 2018 Annual Report.    

- 27 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

M. Operations by Business Segment (continued)

Segment information reconciled to consolidated external reporting information follows:

	Utility		Residential and Commercial		All Other			Reconciling Adjustments				Consolidated
Three Months Ended June 29, 2019
Revenues	$	151,192	$	149,970	$	272		$	—			$	301,434
Income (loss) from operations	9,995		26,598		(5,401		)	(910		)	(a)	30,282
Interest expense								(2,428		)		(2,428		)
Interest income								93				93
Other income (expense), net								(3,153		)		(3,153		)
Income before income taxes												$	24,794
Segment assets, total	$	235,687	$	233,220	$	—		$	101,242		(b)	$	570,149
Three Months Ended June 30, 2018
Revenues	$	128,496	$	141,465	$	688		$	—			$	270,649
Income (loss) from operations	6,265		26,834		(2,764		)	(535		)	(a)	29,800
Interest expense								(1,754		)		(1,754		)
Interest income								101				101
Other income (expense), net								(1,052		)		(1,052		)
Income before income taxes												$	27,095
Segment assets, total	$	197,287	$	222,638	$	—		$	73,329		(b)	$	493,254
Six Months Ended June 29, 2019
Revenues	$	291,661	$	257,365	$	297		$	—			$	549,323
Income (loss) from operations	15,875		27,105		(8,369		)	(1,363		)	(a)	33,248
Interest expense								(4,579		)		(4,579		)
Interest income								176				176
Other income (expense), net								(4,808		)		(4,808		)
Income before income taxes												$	24,037
Segment assets, total	$	235,687	$	233,220	$	—		$	101,242		(b)	$	570,149
Six Months Ended June 30, 2018
Revenues	$	247,183	$	230,810	$	1,307		$	—			$	479,300
Income (loss) from operations	8,079		23,729		(6,556		)	(1,118		)	(a)	24,134
Interest expense								(3,155		)		(3,155		)
Interest income								179				179
Other income (expense), net								(2,714		)		(2,714		)
Income before income taxes												$	18,444
Segment assets, total	$	197,287	$	222,638	$	—		$	73,329		(b)	$	493,254

- 28 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

M. Operations by Business Segment (continued)

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.

N. Revenue Recognition

We account for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers.

Nature of Performance Obligations and Significant Judgments

At contract inception, the Company assesses the goods and services promised in its contracts with customers and identifies a performance obligation for each promised good or service (or bundle of goods and services) that is distinct. To identify the performance obligations, the Company considers each of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices.

Our contracts with our customers generally originate upon the completion of a quote for services for residential and commercial customers or the receipt of a purchase order (or similar work order) for utility customers. In some cases, our contracts are governed by master services agreements, in which case our contract under ASC 606 consists of the combination of the master services agreement and the quote/purchase order. Many of our contracts have a stated duration of one year or less or contain termination clauses that allow the customer to cancel the contract after a specified notice period, which is typically less than 90 days. Due to the fact that many of our arrangements allow the customer to terminate for convenience, the duration of the contract for revenue recognition purposes generally does not extend beyond the services that we have actually transferred. As a result, many of our contracts are, in effect, day-to-day or month-to-month contracts.

Disaggregation of Revenue

The following tables disaggregate our revenue for the three and six months ended June 29, 2019 and June 30, 2018 by major sources:

Three Months Ended June 29, 2019	Utility		Residential and Commercial		All Other		Consolidated
Type of service:
Tree and plant care	$	112,823	$	86,450	$	7	$	199,280
Grounds maintenance	—		45,657		—		45,657
Storm damage services	152		988		—		1,140
Consulting and other	38,217		16,875		265		55,357
Total revenues	$	151,192	$	149,970	$	272	$	301,434
Geography:
United States	$	140,701	$	139,437	$	272	$	280,410
Canada	10,491		10,533		—		21,024
Total revenues	$	151,192	$	149,970	$	272	$	301,434

- 29 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

N. Revenue Recognition (continued)

Three Months Ended June 30, 2018	Utility		Residential and Commercial		All Other			Consolidated
Type of service:
Tree and plant care	$	97,118	$	86,540	$	(26	)	$	183,632
Grounds maintenance	—		37,786		—			37,786
Storm damage services	621		911		—			1,532
Consulting and other	30,757		16,228		714			47,699
Total revenues	$	128,496	$	141,465	$	688		$	270,649
Geography:
United States	$	118,661	$	129,905	$	688		$	249,254
Canada	9,835		11,560		—			21,395
Total revenues	$	128,496	$	141,465	$	688		$	270,649

Six Months Ended June 29, 2019	Utility		Residential and Commercial		All Other			Consolidated
Type of service:
Tree and plant care	$	216,209	$	146,877	$	(4	)	$	363,082
Grounds maintenance	—		73,599		—			73,599
Storm damage services	1,224		2,613		—			3,837
Consulting and other	74,228		34,276		301			108,805
Total revenues	$	291,661	$	257,365	$	297		$	549,323
Geography:
United States	$	270,583	$	240,436	$	297		$	511,316
Canada	21,078		16,929		—			38,007
Total revenues	$	291,661	$	257,365	$	297		$	549,323

- 30 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

N. Revenue Recognition (continued)

Six Months Ended June 30, 2018	Utility		Residential and Commercial		All Other			Consolidated
Type of service:
Tree and plant care	$	183,435	$	142,937	$	(12	)	$	326,360
Grounds maintenance	—		60,588		—			60,588
Storm damage services	3,834		1,810		—			5,644
Consulting and other	59,914		25,475		1,319			86,708
Total revenues	$	247,183	$	230,810	$	1,307		$	479,300
Geography:
United States	$	229,114	$	212,383	$	1,307		$	442,804
Canada	18,069		18,427		—			36,496
Total revenues	$	247,183	$	230,810	$	1,307		$	479,300

Contract Balances

Our contract liabilities consist of advance payments and billings in excess of costs incurred and deferred revenue. The Company has recognized $594 and $1,674 of revenue for the three and six months ended June 29, 2019 that was included in the contract liability balance at December 31, 2018 and $654 and $1,222 of revenue for the three and six months ended June 30, 2018 that was included in the contract liability balance at December 31, 2017. Net contract liabilities consisted of the following:

	June 29, 2019		December 31, 2018
Contract liabilities - current	$	4,440	$	2,907
Contract liabilities - noncurrent	2,617		2,287
Net contract liabilities	$	7,057	$	5,194

O. Fair Value Measurements and Financial Instruments

FASB ASC 820, “Fair Value 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.

- 31 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

O. Fair Value Measurements and Financial Instruments (continued)

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 June 29, 2019 were as follows:

			Fair Value Measurements at June 29, 2019 Using:
Assets and Liabilities Recorded at Fair Value on a Recurring Basis	Total Carrying Value at June 29, 2019		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	$	12,552	$	12,552	$	—	$	—
Defined benefit pension plan assets	24		—		24		—
Liabilities:
Deferred compensation	$	2,563	$	—	$	2,563	$	—

Our assets and liabilities measured at fair value on a recurring basis at December 31, 2018 were as follows:

			Fair Value Measurements at December 31, 2018 Using:
Assets and Liabilities Recorded at Fair Value on a Recurring Basis	Total Carrying Value at December 31, 2018		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	$	15,379	$	15,379	$	—	$	—
Defined benefit pension plan assets	3,758		—		3,758		—
Liabilities:
Deferred compensation	$	2,459	$	—	$	2,459	$	—

- 32 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

O. Fair Value Measurements and Financial Instruments (continued)

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:

	June 29, 2019				December 31, 2018
	Carrying Value		Fair Value		Carrying Value		Fair Value
Revolving credit facility, noncurrent	$	79,500	$	79,500	$	93,500	$	93,500
Senior unsecured notes, noncurrent	81,000		84,616		56,000		56,002
Term loans, noncurrent	6,387		6,744		6,662		6,868
Total	$	166,887	$	170,860	$	156,162	$	156,370

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 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.

P. Commitments and Contingencies

We are party to a number of lawsuits, threatened lawsuits and other claims arising out of the normal course of business. On a quarterly basis, we assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, we do not accrue legal reserves, consistent with applicable accounting guidance. Based on information currently available to us, advice of counsel, and available insurance coverage, we believe that our established reserves are adequate and the liabilities arising from the legal proceedings will not have a material adverse effect on our consolidated financial condition. We note, however, that in light of the inherent uncertainty in legal proceedings there can be no assurance that the ultimate resolution of a matter will not exceed established reserves. As a result, the outcome of a particular matter or a combination of matters may be material to our results of operations for a particular period, depending upon the size of the loss or our income for that particular period.

In November 2017, a suit was filed in Savannah, Georgia state court (“State Court”) against Davey Tree, its subsidiary, Wolf Tree, Inc. ("Wolf Tree"), a former Davey employee, two Wolf Tree employees, and a former Wolf Tree employee alleging various acts of negligence and seeking compensatory and punitive damages for wrongful death and assault

- 33 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

P. Commitments and Contingencies (continued)

and battery of the plaintiff’s husband, a Wolf Tree employee, who was shot and killed in August 2017. The case was mediated unsuccessfully in December 2018 and was set for trial on January 22, 2019.

In July 2018, a related survival action was filed by the deceased’s estate against Davey Tree, its subsidiary, Wolf Tree, Inc., and four current and former employees in Savannah, Georgia, which arises out of the same allegations, seeks compensatory and punitive damages and also includes three Racketeer Influenced and Corrupt Organizations ("RICO") claims under Georgia law seeking compensatory damages, treble damages, and punitive damages. The 2018 case was removed to the United States District Court for the Southern District of Georgia, Savannah Division, on August 2, 2018 (“Federal Court”). The Company filed a motion to dismiss the RICO claims. Plaintiffs filed a motion to remand the case to state court, which the Company has opposed. The motions are pending.

On December 6, 2018, a former Wolf Tree employee pled guilty to conspiracy to conceal, harbor, and shield illegal aliens. On December 21, 2018, the United States federal prosecutors filed a motion to stay both actions on the grounds that on December 13, 2018, an indictment was issued charging two former Wolf Tree employees and one other individual with various crimes, including conspiracy to murder the deceased. On December 17, 2018, the United States Attorney’s Office for the Southern District of Georgia informed the Company and Wolf Tree that they are also under investigation for potential violations of immigration and other laws relating to the subject matter of the ongoing criminal investigation referenced above. The Company and Wolf Tree are cooperating with the investigation.

On December 28, 2018, the State Court granted the United States’ motion to stay but indicated that it would nonetheless consider certain pending matters, including: (1) Plaintiff and a co-defendant’s motions that Davey Tree be forced to produce privileged documents and testimony, which had been submitted to a Special Master for recommendation; and (2) the Defendants’ motions for summary judgment. On January 11, 2019, the Special Master issued his recommendation that both Plaintiff and the co-defendant’s motions to force Davey to disclose privileged information be denied. The State Court judge has not yet moved on the recommendation. On January 29, 2019, the State Court heard oral argument on Defendants’ motions for summary judgment, and the motions remain pending.

On January 28, 2019, the Federal Court also granted the United States’ motion to stay. On January 29, 2019, the State Court ordered the parties to return to mediation, which occurred on April 17, 2019 but was unsuccessful in resolving the matters.

In both cases, the Company has denied all liability and is vigorously defending the action. It also has retained separate counsel for some of the individual defendants, each of whom has denied all liability and also is vigorously defending the action.

PG&E Bankruptcy Filing

On January 29, 2019, Pacific Gas & Electric Company, and its parent company PG&E Corporation, our largest utility customer, filed voluntary bankruptcy petitions under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of California. PG&E accounted for approximately 12% of revenues during 2018, and 11% in 2017. As a utility company, PG&E serves residential and industrial customers in California and has an ongoing obligation to continue to serve its customers, and we continue to perform under our contracts with PG&E post-petition. As of the date of the bankruptcy filing, we had pre-petition accounts receivable of approximately $15,000 which we believe to be collectible. While uncertainty exists as to the outcome of the bankruptcy proceedings, we do not anticipate PG&E's bankruptcy to have a material impact on our future cash flows and results of operations.

- 34 -

The Davey Tree Expert Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 29, 2019

(Amounts in thousands, except share data)

Q. 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 $4,187 and $6,288 as of June 29, 2019 and December 31, 2018, respectively. The fair value of the shares held in the Davey 401KSOP and ESOP totaled $115,515 and $112,761 as of June 29, 2019 and December 31, 2018, 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 $119,702 and $119,049 as of June 29, 2019 and December 31, 2018, 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.

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

(Amounts in thousands, except share data)

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

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

Our Business--Our operating results are reported in two segments: Residential and Commercial, and Utility. Residential and Commercial provides services to our residential and commercial customers including: the treatment, preservation, maintenance, removal and planting of trees, shrubs and other plant life; the practice of landscaping,

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grounds maintenance, tree surgery, tree feeding and tree spraying; the application of fertilizer, herbicides and insecticides; and natural resource management and consulting, forestry research and development, and environmental planning. Utility is principally engaged in providing services to our utility customers--investor-owned, municipal utilities, and rural electric cooperatives--including: the practice of line-clearing and vegetation management around power lines and rights-of-way and chemical brush control; natural resource management and consulting, forestry research and development, and environmental planning. All other operating activities, including research, technical support and laboratory diagnostic facilities, are included in "All Other."

RESULTS OF OPERATIONS

The following table sets forth our consolidated results of operations as a percentage of revenues and the percentage change in dollar amounts of the results of operations for the periods presented.

	Three Months Ended						Six Months Ended
	June 29, 2019		June 30, 2018		Percentage Change		June 29, 2019		June 30, 2018		Percentage Change
Revenues	100.0	%	100.0	%	—	%	100.0	%	100.0	%	—	%
Costs and expenses:
Operating	62.3		62.0		.3		64.4		65.2		(.8	)
Selling	16.8		16.4		.4		17.6		17.5		.1
General and administrative	6.2		6.4		(.2	)	6.9		7.3		(.4	)
Depreciation and amortization	4.8		5.1		(.3	)	5.2		5.7		(.5	)
Gain on sale of assets, net	(.1	)	(.9	)	.8		(.2	)	(.7	)	.5
Income from operations	10.0		11.0		(1.0	)	6.1		5.0		1.1
Other income (expense):
Interest expense	(.8	)	(.6	)	(.2	)	(.8	)	(.7	)	(.1	)
Interest income	—		—		—		—		—		—
Other, net	(1.0	)	(.4	)	(.6	)	(1.0	)	(.5	)	(.5	)
Income before income taxes	8.2		10.0		(1.8	)	4.3		3.8		.5
Income taxes	1.7		2.0		(.3	)	.9		.7		.2
Net income	6.6	%	8.0	%	(1.4	)%	3.5	%	3.1	%	.4	%

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Second Quarter—Three Months Ended June 29, 2019 Compared to Three Months Ended June 30, 2018

Our results of operations for the three months ended June 29, 2019 compared to the three months ended June 30, 2018 follows:

	Three Months Ended
	June 29, 2019			June 30, 2018			Change			Percentage Change
Revenues	$	301,434		$	270,649		$	30,785		11.4	%
Costs and expenses:
Operating	187,778			167,682			20,096			12.0
Selling	50,629			44,317			6,312			14.2
General and administrative	18,671			17,358			1,313			7.6
Depreciation and amortization	14,590			13,938			652			4.7
Gain on sale of assets, net	(516		)	(2,446		)	1,930			(78.9	)
	271,152			240,849			30,303			12.6
Income from operations	30,282			29,800			482			1.6
Other income (expense):
Interest expense	(2,428		)	(1,754		)	(674		)	38.4
Interest income	93			101			(8		)	(7.9	)
Other, net	(3,153		)	(1,052		)	(2,101		)	199.7
Income before income taxes	24,794			27,095			(2,301		)	(8.5	)
Income taxes	5,047			5,381			(334		)	(6.2	)
Net income	$	19,747		$	21,714		$	(1,967	)	(9.1	)%

Revenues--Revenues of $301,434 increased $30,785 compared with $270,649 in the second quarter of 2018. Utility Services increased $22,696 or 17.7% compared with the second quarter of 2018. The increase is attributable to new accounts as well as increased work year-over-year and price increases on existing accounts. Residential and Commercial Services increased $8,505 or 6.0% from the second quarter of 2018. Increases were primarily in grounds maintenance revenues.

Operating Expenses--Operating expenses of $187,778 increased $20,096 compared with the second quarter of 2018. Utility Services increased $13,280 or 13.8% compared with the second quarter of 2018 but, as a percentage of revenue, decreased to 72.3% from 74.8%. The increase is attributable to additional expenses for labor, fuel, equipment maintenance, and crew meals and lodging expenses, which were partially offset by a decrease in a subcontractor expense.Residential and Commercial Services increased $5,414 or 7.7% compared with the second quarter of 2018 and, as a percentage of revenue, increased to 50.4% from 49.5%. The increase is attributable to additional expenses for labor, equipment maintenance, subcontractor expense and tool and parts expense, which were partially offset by a decrease in materials expense.

Fuel costs of $9,480 increased $780, or 9.0%, from the $8,700 incurred in the second quarter of 2018 and impacted operating expenses within all segments. The $780 increase included usage increases approximating $190 and price increases approximating $590.

Selling Expenses--Selling expenses of $50,629 increased $6,312 compared with the second quarter of 2018 and, as a percentage of revenues, increased to 16.8% from 16.4%. Utility Services increased $4,475 or 33.2% over the second quarter of 2018 and, as a percentage of revenue, increased to 11.9% from 10.5%. The increase is attributable to

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increases in field management wages and incentive expense, travel expense and communication expense. Residential and Commercial Services increased $1,777 or 5.6% over the second quarter of 2018 but, as a percentage of revenue, decreased to 22.5% from 22.6%. Increases in field management wages and incentive expense, rent and communications expenses were partially offset by a decrease in office support wages.

General and Administrative Expenses--General and administrative expenses of $18,671 increased $1,313 from $17,358 in the second quarter of 2018. The increases are attributable to salary and incentive expense, travel and living expenses, computer expenses and general insurance expense and were partially offset by a decrease in professional services expense.

Depreciation and Amortization Expense--Depreciation and amortization expense of $14,590 increased $652 from $13,938 incurred in the second quarter of 2018, primarily due to increased capital expenditures and purchases of businesses in recent years.

Gain on the Sale of Assets, Net--Gain on the sale of assets of $516 for the second quarter of 2019 decreased $1,930 from the $2,446 gain in the second quarter of 2018. We sold fewer units of equipment and experienced a lower average gain per unit in the second quarter of 2019 as compared with the second quarter of 2018. In the second quarter of 2018, we also sold a parcel of real estate at a gain, while we did not have any real estate sales in the second quarter of 2019.

Interest Expense--Interest expense of $2,428 increased $674 from the $1,754 incurred in the second quarter of 2018.The increase is attributable to higher interest rates and higher average debt levels necessary to fund operations and capital expenditures during the second quarter of 2019, as compared with the second quarter of 2018.

Other, Net--Other, net, of $3,153 increased $2,101 from the $1,052 incurred in the second quarter of 2018 and consisted of nonoperating income and expense, including foreign currency transaction gains/losses on the intercompany account balances of our Canadian operations.

Income Taxes--Income taxes for the second quarter of 2019 were $5,047, as compared to $5,381 for the second quarter of 2018. Our tax provision for interim periods is determined using an estimate of our annual effective tax rate adjusted for discrete items, if any, that are taken into account in the relevant period. The effective tax rate as of the second quarter of 2019 was 20.4%, as compared with the second quarter of 2018 of 19.9%.

Net Income--Net income of $19,747 for the second quarter of 2019 was $1,967 less than the $21,714 for the second quarter of 2018.

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First Half—Six Months Ended June 29, 2019 Compared to Six Months Ended June 30, 2018

Our results of operations for the six months ended June 29, 2019 compared to the six months ended June 30, 2018 follows:

	Six Months Ended
	June 29, 2019			June 30, 2018			Change			Percentage Change
Revenues	$	549,323		$	479,300		$	70,023		14.6	%
Costs and expenses:
Operating	353,794			312,305			41,489			13.3
Selling	96,933			83,974			12,959			15.4
General and administrative	37,715			35,076			2,639			7.5
Depreciation and amortization	28,802			27,059			1,743			6.4
Gain on sale of assets, net	(1,169		)	(3,248		)	2,079			(64.0	)
	516,075			455,166			60,909			13.4
Income from operations	33,248			24,134			9,114			37.8
Other income (expense):
Interest expense	(4,579		)	(3,155		)	(1,424		)	45.1
Interest income	176			179			(3		)	(1.7	)
Other, net	(4,808		)	(2,714		)	(2,094		)	77.2
Income before income taxes	24,037			18,444			5,593			30.3
Income taxes	4,783			3,357			1,426			42.5
Net income	$	19,254		$	15,087		$	4,167		27.6	%

Revenues--Revenues of $549,323 increased $70,023 compared with $479,300 in the first half of 2018. Utility Services increased $44,478 or 18.0% compared with the first half of 2018. The increase is attributable to new accounts, as well as increased work year-over-year and price increases on existing accounts within both our U.S. and Canadian operations. Residential and Commercial Services increased $26,555 or 11.5% from the first half of 2018. Increases were predominately in tree and plant care, consulting and grounds maintenance.

Operating Expenses--Operating expenses of $353,794 increased $41,489 compared with the first half of 2018 but, as a percentage of revenues, decreased to 64.4% from 65.2%. Utility Services increased $25,316 or 13.5% compared with the first half of 2018 but, as a percentage of revenue, decreased to 73.0% from 75.8%. The increase was attributable to additional labor expense, equipment maintenance expense, fuel expense, and meals and lodging expense, which were partially offset by decreases in subcontractor and materials expenses.Residential and Commercial Services increased $15,982 or 13.1% compared with the first half of 2018 and, as a percentage of revenue, increased to 53.7% from 53.0%. Increases in labor expense, fuel, equipment maintenance expense, subcontractor expense and meals and lodging expense were partially offset by a decrease in materials expense.

Fuel costs of $17,001 increased $1,359, or 8.7%, from the $15,642 incurred in the first half of 2018 and impacted operating expenses within all segments. The $1,359 increase included usage increases approximating $439 and price increases approximating $920.

Selling Expenses--Selling expenses of $96,933 increased $12,959 compared with the first half of 2018 and, as a percentage of revenue, increased to 17.6% from 17.5%. Utility Services increased $9,080 or 34.3% over the first half of 2018 and, as a percentage of revenue, increased to 12.2% from 10.7%. The increase was attributable to

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additional field management wages and incentive expense, rent expense, travel expense and communications expense. Residential and Commercial Services experienced an increase of $3,918 or 6.6% over the first half of 2018 but, as a percentage of revenue, decreased to 24.6% from 25.7%. Increases in field management wages and incentive expense, office rent expense, field management travel expense and marketing expense were partially offset by a decrease in office support wages.

General and Administrative Expenses--General and administrative expenses of $37,715 increased $2,639 from $35,076 in the first half of 2018. Increases in salary and incentive expense, computer expense, travel expense, general insurance expense and rent expense were partially offset by a decrease in professional services expense.

Depreciation and Amortization Expense--Depreciation and amortization expense of $28,802 increased $1,743 from $27,059 incurred in the first half of 2018. The increase was attributable to higher capital expenditures necessary to support the business and purchases of businesses in recent years.

Gain on the Sale of Assets, Net--Gain on the sale of assets of $1,169 for the first half of 2019 decreased $2,079 from the $3,248 gain in the first half of 2018. We sold more individual units of equipment during the first half of 2019 as compared with the first half of 2018, but experienced a lower average gain per unit. In 2018, we also sold a parcel of real estate at a gain, while we did not have any real estate sales in the first half of 2019.

Interest Expense--Interest expense of $4,579 increased $1,424 from the $3,155 incurred in the first half of 2018.The increase is attributable to higher interest rates and higher average debt levels during the first six months of 2019, as compared with the first six months of 2018.

Other, Net--Other, net, of $4,808 increased $2,094 from the $2,714 incurred in the first half of 2018 and consisted of nonoperating income and expense, including foreign currency gains/losses on the intercompany account balances of our Canadian operations.

Income Taxes--Income taxes for the first half of 2019 were $4,783, as compared to $3,357 for the first half of 2018. Our tax provision for interim periods is determined using an estimate of our annual effective tax rate adjusted for discrete items, if any, that are taken into account in the relevant period. The effective tax rate for the first half of 2019 is 19.9%. Our effective tax rate for the first half of 2018 was 18.2%. The change in the effective tax rate from statutory tax rates is primarily due to the impact of favorable discrete items.

Net Income--Net income of $19,254 for the first half of 2019 was $4,167 more than the net income of $15,087 for the first half of 2018.

LIQUIDITY AND CAPITAL RESOURCES

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

Cash Flow Summary

Our cash flows from operating, investing and financing activities for the six months endedJune 29, 2019 and June 30, 2018 follow:

	Six Months Ended
	June 29, 2019			June 30, 2018
Cash provided by (used in):
Operating activities	$	44,286		$	22,662
Investing activities	(38,817		)	(38,614		)
Financing activities	(12,187		)	15,314
Effect of exchange rate changes on cash	114			—
Decrease in cash	$	(6,604	)	$	(638	)

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Cash Provided By Operating Activities--Cash provided by operating activities was $44,286 for the first six months of 2019, or $21,624 more than the $22,662 provided in the first six months of 2018. The $21,624 increase in operating cash flow was primarily attributable to a decrease of $9,712 in cash used for accounts payable and accrued expenses and a $6,466 change in other assets and liabilities, partially offset by an increase of $6,362 in cash used by accounts receivable.

Overall, accounts receivable increased $15,960 during the first six months of 2019, as compared to an increase of $9,598 during the first six months of 2018. With respect to the change in accounts receivable arising from business levels, the “days-sales-outstanding” in accounts receivable (sometimes referred to as “DSO”) at the end of the first six months of 2019 increased by four days to 64 days, when compared to 60 days at the end of the first six months of 2018, with the current six months being impacted by the pre-petition receivables of approximately $15,000 from PG&E. DSO excluding PG&E pre-petition receivables would be 60 days at the end of the first six months of 2019.

Accounts payable and accrued expenses decreased $609 in the first six months of 2019, or $9,712 less than the $10,321 decrease in the first six months of 2018. Decreases in trade payables and employee compensation were partially offset by increases in income taxes, advance payments from customers, and taxes other than income. Self-insurance reserves increased $1,690 in the first six months of 2019, which was $276 more than the increase of $1,414 experienced in the first six months of 2018.

Operating assets and liabilities other, net, provided $1,661 of cash for the first six months of 2019 as compared with using $4,805 of cash for the first six months of 2018. The $6,466 net change related primarily to decreases in operating supplies, prepaid expenses, prepaid income taxes and assets invested for self-insurance.

Cash Used In Investing Activities--Cash used in investing activities for the first six months of 2019 was $38,817, or $203 less than the $38,614 used during the first six months of 2018. The decrease was primarily the result of decreases in capital expenditures for equipment of $3,036 partially offset by an increase for purchases of businesses of $486 and a decrease in proceeds from the sales of fixed assets of $2,762.

Cash (Used In) Provided By Financing Activities--Cash used in financing activities of $12,187 increased $27,501 during the first six months of 2019 as compared with $15,314 of cash provided during the first six months of 2018. During the first six months of 2019, our revolving credit facility, net used $14,000 in cash as compared with $39,000 provided during the first six months of 2018. We use the credit facility primarily for capital expenditures, redemptions of shares and payments of notes payable related to acquisitions. Notes payable provided $12,486, including $25,000 of cash provided by the issuance of 4.00% Senior Notes during the first six months of 2019, an increase of $21,518 when compared to the $9,032 used in the first six months of 2018. The proceeds of the 4.00% Senior Notes were used to pay down the revolving credit facility. Treasury share transactions (purchases and sales) used $8,643 for the first six months of 2019, $4,793 less than the $13,436 used in the first six months of 2018, and included $298 of cash received from our common share subscriptions. Dividends paid of $1,170 during the first six months of 2019 decreased $48 as compared with $1,218 paid in the first six months of 2018.

The Company currently repurchases common shares at the shareholders’ request in accordance with the terms of the Davey 401KSOP and ESOP Plan and also repurchases common shares from time to time at the Company’s discretion. The amount of common shares offered to the Company for repurchase by the holders of shares distributed from the Davey 401KSOP and ESOP Plan is not within the control of the Company, but is at the discretion of the shareholders. The Company expects to continue to repurchase its common shares, as offered by its shareholders from time to time, at their then current fair value. However, other than for repurchases pursuant to the put option under The Davey 401KSOP and ESOP Plan, as described in Note Q, such purchases are not required, and the Company retains the right to discontinue them at any time. Repurchases of redeemable common shares at the shareholders' request approximated $8,683 and $20,179 during the six months ended June 29, 2019 and June 30, 2018, respectively. Share repurchases, other than redeemable common shares, approximated $12,446 and $6,177 during the six months ended June 29, 2019 and June 30, 2018, respectively.

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Contractual Obligations Summary and Commercial Commitments

As of June 29, 2019 and December 31, 2018, total commitments related to issued letters of credit were $72,236, of which $2,788 were issued under the revolving credit facility, $67,438 were issued under the AR Securitization program, and $2,010 were issued under short-term lines of credit.

Also, as is common in our industry, we have performance obligations that are supported by surety bonds, which expire during 2019 through 2023. We intend to renew the surety bonds where appropriate and as necessary.

Capital Resources

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

Business seasonality traditionally results in higher revenues during the second and third quarters as compared with the first and fourth quarters of the year, while our methods of accounting for fixed costs, such as depreciation and amortization expense, rent and interest expense, are not significantly impacted by business seasonality. Capital resources during these periods are equally affected. We satisfy seasonal working capital needs and other financing requirements with the revolving credit facility and other short-term lines of credit. We are continually reviewing our existing sources of financing and evaluating alternatives. At June 29, 2019, we had working capital of $117,978, and short-term lines of credit approximating $3,095 and $167,712 available under our revolving credit facility.

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

As discussed in our annual report on Form 10-K for the year ended December 31, 2018, we believe that our policies related to revenue recognition, the allowance for doubtful accounts, stock valuation and self-insurance reserves are our “critical accounting policies and estimates”--those most important to the financial presentations and those that require the most difficult, subjective or complex judgments.

On an ongoing basis, we evaluate our estimates and assumptions, including those related to accounts receivable, specifically those receivables under contractual arrangements primarily with Utility customers; allowance for doubtful accounts; and self-insurance reserves. We base our estimates on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or our future financial performance.  In some cases, forward-looking statements may be identified by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to differ materially from what is expressed or implied in these forward-looking statements. Some important factors that could cause actual results to differ materially from those in the forward-looking statements include:

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▪ We may be unable to attract and retain a sufficient number of qualified employees for our field operations, and we may be unable to attract and retain qualified management personnel.

▪ We have significant contracts with our utility, commercial and government customers that include liability risk exposure as part of those contracts. Consequently, we have substantial excess-umbrella liability insurance, and increases in the cost of obtaining adequate insurance, or the inadequacy of our self-insurance accruals or insurance coverages, could negatively impact our liquidity and financial condition.

▪ The unavailability or cancellation of third-party insurance coverage may have a material adverse effect on our financial condition and results of operations as well as disrupt our operations.

▪ We could be materially adversely affected by wildfires in California and other areas as well as other severe weather events and natural disasters, including negative impacts to our business, reputation, financial condition, results of operations, liquidity and cash flows.

▪ Our business, other than tree services to utility customers, is highly seasonal and weather dependent.

▪ Significant customers, particularly utilities, may experience financial difficulties, resulting in payment delays or delinquencies.

▪ We are subject to litigation and third-party and governmental regulatory claims and adverse litigation judgments or settlements resulting from those claims could materially adversely affect our business.

▪ Significant increases in fuel prices for extended periods of time will increase our operating expenses.

▪ We are subject to intense competition.

▪ Various economic factors may adversely impact our customers’ spending and pricing for our services, and impede our collection of accounts receivable.

▪ The impact of regulations initiated as a response to possible changing climate conditions could have a negative effect on our results of operations or our financial condition.

▪ The seasonal nature of our business and changes in general and local economic conditions, among other factors, may cause our quarterly results to fluctuate, and our prior performance is not necessarily indicative of future results.

▪ We may misjudge a competitive bid and be contractually bound to an unprofitable contract.

▪ A disruption in our information technology systems, including a disruption related to cybersecurity, could adversely affect our financial performance.

▪ We are dependent, in part, on our reputation of quality, integrity and performance. If our reputation is damaged, we may be adversely affected.

▪ Because no public market exists for our common shares, the ability of shareholders to sell their common shares is limited.

▪ Our failure to comply with environmental laws could result in significant liabilities, fines and/or penalties.

▪ We may encounter difficulties obtaining surety bonds or letters of credit necessary to support our operations.

▪ The uncertainties in the credit and financial markets may limit our access to capital.

▪ Fluctuations in foreign currency exchange rates may have a material adverse impact on our operating results.

▪ Significant increases in health care costs could negatively impact our results of operations or financial position.

▪ Our facilities could be damaged or our operations could be disrupted, or our customers or vendors may be adversely affected, by events such as natural disasters, pandemics, terrorist attacks or other external events.

▪ Our inability to properly verify the employment eligibility of our employees could adversely affect our business.

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

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The factors described above, as well as other factors that may adversely impact our actual results, are discussed in "Part I - Item 1A. Risk Factors." of our annual report on Form 10-K for the year ended December 31, 2018.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

During the six months ended June 29, 2019, there have been no material changes in the market risk previously presented in our annual report on Form 10-K for the year ended December 31, 2018.

Item 4. Controls and Procedures.

(a) Management’s Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report in ensuring that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended June 29, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Davey Tree Expert Company

Part II. Other Information

Items 3, 4 and 5 are not applicable.

Item 1. Legal Proceedings.

On a quarterly basis, we assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, we do not record a legal accrual, consistent with applicable accounting guidance. Based on information currently available to us, advice of counsel, and available insurance coverage, we believe that our established accruals are adequate and the liabilities arising from the legal proceedings will not have a material adverse effect on our consolidated financial condition. We note, however, that in light of the inherent uncertainty in legal proceedings there can be no assurance that the ultimate resolution of a matter will not exceed established accruals. As a result, the outcome of a particular matter or a combination of matters may be material to our results of operations for a particular period, depending upon the size of the loss or our income for that particular period.

In November 2017, a suit was filed in Savannah, Georgia state court (“State Court”) against Davey Tree, its subsidiary, Wolf Tree, Inc. ("Wolf Tree"), a former Davey employee, two Wolf Tree employees, and a former Wolf Tree employee alleging various acts of negligence and seeking compensatory and punitive damages for wrongful death and assault and battery of the plaintiff’s husband, a Wolf Tree employee, who was shot and killed in August 2017. The case was mediated unsuccessfully in December 2018 and was set for trial on January 22, 2019.

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In July 2018, a related survival action was filed by the deceased’s estate against Davey Tree, its subsidiary, Wolf Tree, Inc., and four current and former employees in Savannah, Georgia, which arises out of the same allegations, seeks compensatory and punitive damages and also includes three RICO claims under Georgia law seeking compensatory damages, treble damages, and punitive damages. The 2018 case was removed to the United States District Court for the Southern District of Georgia, Savannah Division, on August 2, 2018 (“Federal Court”). The Company filed a motion to dismiss the RICO claims. Plaintiffs filed a motion to remand the case to state court, which the Company has opposed. The motions are pending.

On December 6, 2018, a former Wolf Tree employee pled guilty to conspiracy to conceal, harbor, and shield illegal aliens. On December 21, 2018, the United States federal prosecutors filed a motion to stay both actions on the grounds that on December 13, 2018, an indictment was issued charging two former Wolf Tree employees and one other individual with various crimes, including conspiracy to murder the deceased. On December 17, 2018, the United States Attorney’s Office for the Southern District of Georgia informed the Company and Wolf Tree that they are also under investigation for potential violations of immigration and other laws relating to the subject matter of the ongoing criminal investigation referenced above. The Company and Wolf Tree are cooperating with the investigation.

On December 28, 2018, the State Court granted the United States’ motion to stay but indicated that it would nonetheless consider certain pending matters, including: (1) Plaintiff and a co-defendant’s motions that Davey Tree be forced to produce privileged documents and testimony, which had been submitted to a Special Master for recommendation; and (2) the Defendants’ motions for summary judgment. On January 11, 2019, the Special Master issued his recommendation that both Plaintiff and the co-defendant’s motions to force Davey to disclose privileged information be denied. The State Court judge has not yet moved on the recommendation. On January 29, 2019, the State Court heard oral argument on Defendants’ motions for summary judgment, and the motions remain pending.

On January 28, 2019, the Federal Court also granted the United States’ motion to stay. On January 29, 2019, the State Court ordered the parties to return to mediation, which occurred on April 17, 2019 but was unsuccessful in resolving the matters.

In both cases, the Company has denied all liability and is vigorously defending the action. It also has retained separate counsel for some of the individual defendants, each of whom has denied all liability and also is vigorously defending the action.

Item 1A. Risk Factors.

Our Annual Report on Form 10-K for the year ended December 31, 2018, includes a detailed discussion of our risk factors.

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

The following table provides information on purchases of our common shares outstanding made by us during the first six months of 2019.

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
Fiscal 2019
January 1 to January 26	624	$	19.70	—	954,492
January 27 to February 23	1,165	21.10		—	954,492
February 24 to March 30	208,289	21.10		—	954,492
Total First Quarter	210,078	21.10		—
March 31 to April 27	375,434	21.10		—	954,492
April 28 to May 25	180,505	21.10		—	954,492
May 26 to June 29	236,546	21.10		41,448	913,044
Total Second Quarter	792,485	21.10		41,448
Total Year-to-Date	1,002,563	$	21.10	41,448

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

At the Annual Meeting of Shareholders of the Company held on May 16, 2017, the shareholders of the Company approved proposals to amend the Company's Articles of Incorporation to (i) expand the Company's right of first refusal with respect to proposed transfers of shares of the Company's common shares, (ii) clarify provisions regarding when the Company may provide notice of its decision to exercise its right of first refusal with respect to proposed transfers of common shares by the estate or personal representative of a deceased shareholder, and (iii) grant the Company a right to repurchase common shares held by certain shareholders of the Company.

On May 10, 2017, the Board of Directors of the Company adopted a policy regarding the Company's exercise of the repurchase right granted to the Company through amendments to the Company's Articles of Incorporation, as approved by shareholders on May 16, 2017.

Until further action by the Board, it is the policy of the Company not to exercise its repurchase rights under the amended Articles with respect to shares of the Company's common shares held by current and retired employees

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and current and former directors of the Company (subject to exceptions set forth in the policy) (collectively, "Active Shareholders"), their spouses, their first-generation descendants and trusts established exclusively for their benefit.

Until further action by the Board, it is also the policy of the Company not to exercise its rights under the amended Articles to repurchase shares of the Company's common shares proposed to be transferred by an Active Shareholder to his or her spouse, a first-generation descendant, or a trust established exclusively for the benefit of one or more of an Active Shareholder, his or her spouse and first-generation descendants of an Active Shareholder, or upon the death of an Active Shareholder, such transfers from the estate or personal representative of a deceased Active Shareholder. The Board may suspend, change or discontinue the policy at any time without prior notice.

In accordance with the amendments to the Articles approved by the Company's shareholders at the 2017 Annual Meeting, on May 17, 2017, the Company's Board of Directors authorized the Company to repurchase up to 200,000 common shares, which authorization was increased by an additional 1,000,000 common shares in May 2018. Of the 1,200,000 total shares authorized, 913,044 remain available under the program. Share repurchases may be made from time to time and the timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors. The Company is not obligated to purchase any shares, and repurchases may be commenced, suspended or discontinued from time to time without prior notice. The repurchase program does not have an expiration date.

Item 6. Exhibits.

See Exhibit Index page below.

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Exhibit Index

Exhibit No.	Description
10.1	Amendment No. 6 to Receivables Financing Agreement, dated April 23, 2019, by and among The Davey Tree Expert Company, Davey Receivables LLC and PNC Bank, National Association (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2019).
10.2	Amendment No. 7 to Receivables Financing Agreement, dated May 21, 2019, by and among The Davey Tree Expert Company, Davey Receivables LLC and PNC Bank, National Association (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2019).
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed Herewith
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed Herewith
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.	Furnished Herewith
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.	Furnished Herewith
101	The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended June 29, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets (unaudited), (ii) the Condensed Consolidated Statements of Operations (unaudited), (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited), (iv) the Condensed Consolidated Statements of Shareholders' Equity (unaudited), (v) the Condensed Consolidated Statements of Cash Flows (unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (unaudited).	Filed Herewith

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			THE DAVEY TREE EXPERT COMPANY
Date:	August 6, 2019	By:	/s/ Joseph R. Paul
			Joseph R. Paul
			Executive Vice President, Chief Financial Officer and Secretary
			(Principal Financial Officer)
Date:	August 6, 2019	By:	/s/ Thea R. Sears
			Thea R. Sears
			Vice President and Controller
			(Principal Accounting Officer)

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