Document and Entity Information
Document and Entity Information Document - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 10, 2023 | |
Entity Information [Line Items] | ||
Entity registrant name | THE DAVEY TREE EXPERT COMPANY | |
Entity central index key | 0000277638 | |
Current fiscal year end date | --12-31 | |
Entity filer category | Non-accelerated Filer | |
Document type | 10-Q | |
Document fiscal year focus | 2023 | |
Document fiscal period focus | Q3 | |
Amendment flag | false | |
Entity common stock, shares outstanding | 41,178,710 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity current reporting status | Yes | |
Entity shell company | false | |
Entity small business | false |
Cover Page Document
Cover Page Document - $ / shares | 9 Months Ended | ||
Sep. 30, 2023 | Nov. 10, 2023 | Dec. 31, 2022 | |
Document Information [Line Items] | |||
Document type | 10-Q | ||
Document Quarterly Report | true | ||
Document Transition Report | false | ||
Entity file number | 000-11917 | ||
Entity registrant name | THE DAVEY TREE EXPERT COMPANY | ||
Entity current reporting status | Yes | ||
Entity interactive data current | Yes | ||
Entity common stock, shares outstanding | 41,178,710 | ||
Common stock, par value per share | $ 0.50 | $ 0.50 | |
Document period end date | Sep. 30, 2023 |
Cover Page Entity address
Cover Page Entity address | 9 Months Ended |
Sep. 30, 2023 | |
Entity Addresses [Line Items] | |
Entity incorporation, state | OH |
Entity tax identification number | 34-0176110 |
Entity address, address description | 1500 North Mantua Street |
Entity address, address line one | P.O. Box 5193 |
Entity address, city or town | Kent |
Entity address, state | OH |
Entity address, postal zip code | 44240 |
City area code | 330 |
Local phone number | 673-9511 |
Cover Page Entity type
Cover Page Entity type | 9 Months Ended |
Sep. 30, 2023 | |
Entity Information [Line Items] | |
Entity filer category | Non-accelerated Filer |
Entity emerging growth company | false |
Entity small business | false |
Entity shell company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 13,791 | $ 18,526 |
Accounts receivable, net | 366,989 | 321,810 |
Operating supplies | 17,779 | 17,976 |
Other current assets | 114,692 | 83,952 |
Total current assets | 513,251 | 442,264 |
Property and equipment, net | 295,543 | 268,539 |
Right-of-use assets - operating leases | 108,149 | 104,612 |
Marketable securities and other investments | 37,337 | 28,909 |
Other assets | 210,909 | 22,841 |
Intangible assets, net | 20,440 | 18,949 |
Goodwill | 80,924 | 70,107 |
Total assets | 1,266,553 | 956,221 |
Current liabilities: | ||
Accounts payable | 50,226 | 50,171 |
Accrued expenses | 71,775 | 77,454 |
Current portion of long-term debt and finance lease liabilities | 52,971 | 26,872 |
Other current liabilities | 98,564 | 90,873 |
Total current liabilities | 273,536 | 245,370 |
Long-term debt | 274,267 | 230,768 |
Lease liabilities - finance leases | 10,538 | 9,481 |
Lease liabilities - operating leases | 69,748 | 68,878 |
Self-insurance accruals | 85,421 | 77,926 |
Other noncurrent liabilities | 213,018 | 24,020 |
Total liabilities | 926,528 | 656,443 |
Redeemable common shares related to 401KSOP and Employee Stock Ownership Plan (ESOP) 8,728 and 9,188 shares at redemption value as of September 30, 2023 and December 31, 2022 | 181,543 | 169,978 |
Common shareholders' equity: | ||
Common shares, $.50 par value, per share; 96,000 shares authorized; 77,100 and 76,640 shares issued and outstanding before deducting treasury shares and which excludes 8,728 and 9,188 shares subject to redemption as of September 30, 2023 and December 31, 2022 | 38,993 | 38,550 |
Additional paid-in capital | 184,813 | 162,828 |
Common shares subscribed, unissued | 22,742 | 23,864 |
Retained earnings | 329,971 | 293,993 |
Accumulated other comprehensive loss | (5,646) | (5,588) |
Shareholders' equity before treasury stock | 570,873 | 513,647 |
Less: Cost of common shares held in treasury; 43,896 shares at September 30, 2023 and 43,110 shares at December 31, 2022 | 395,497 | 363,502 |
Common shares subscription receivable | 16,894 | 20,345 |
Total common shareholders' equity | 158,482 | 129,800 |
Total liabilities and shareholders' equity | $ 1,266,553 | $ 956,221 |
Common stock, par value per share | $ 0.50 | $ 0.50 |
Common stock, shares authorized | 96,000,000 | 96,000,000 |
Common stock, shares, issued | 77,100,000 | 76,640,000 |
Common stock, shares, outstanding, before treasury shares | 77,100,000 | 76,640,000 |
Shares subject to redemption | 8,728,000 | 9,188,000 |
Treasury stock, shares | 43,896,000 | 43,110,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 450,634 | $ 398,945 | $ 1,267,174 | $ 1,143,548 |
Costs and expenses: | ||||
Operating | 285,019 | 254,661 | 808,509 | 740,422 |
Selling | 84,982 | 72,364 | 229,480 | 201,315 |
General and administrative | 31,155 | 27,964 | 95,041 | 87,014 |
Depreciation and amortization | 14,935 | 13,780 | 43,479 | 41,082 |
Gain on sale of assets, net | (1,694) | (2,837) | (6,530) | (5,787) |
Total costs and expenses | 414,397 | 365,932 | 1,169,979 | 1,064,046 |
Income from operations | 36,237 | 33,013 | 97,195 | 79,502 |
Other income (expense): | ||||
Interest expense | (4,751) | (2,164) | (13,588) | (5,312) |
Interest income | 502 | 303 | 1,329 | 489 |
Other, net | (2,890) | (3,371) | (4,365) | (8,241) |
Income before income taxes | 29,098 | 27,781 | 80,571 | 66,438 |
Income taxes | 8,401 | 7,317 | 21,835 | 17,407 |
Net income | $ 20,697 | $ 20,464 | $ 58,736 | $ 49,031 |
Net income per share: | ||||
Net income per share, basic | $ 0.48 | $ 0.46 | $ 1.35 | $ 1.10 |
Net income per share, diluted | $ 0.46 | $ 0.44 | $ 1.29 | $ 1.05 |
Weighted-average shares outstanding: | ||||
Weighted-average shares outstanding, basic | 43,123 | 44,148 | 43,394 | 44,422 |
Weighted-average shares outstanding, diluted | 45,186 | 46,405 | 45,501 | 46,719 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 20,697 | $ 20,464 | $ 58,736 | $ 49,031 |
Components of other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | 515 | 1,934 | (81) | 2,455 |
Unrealized gain (loss) on available-for-sale securities | 2 | (98) | (139) | (279) |
Amortization of defined benefit pension items: | ||||
Net actuarial loss | 0 | 18 | 0 | 55 |
Prior service cost | 0 | 4 | 0 | 13 |
Defined benefit pension plan adjustments | 0 | 22 | 0 | 68 |
Other comprehensive loss, net of tax | (513) | (2,010) | (58) | (2,666) |
Comprehensive income | $ 20,184 | $ 18,454 | $ 58,678 | $ 46,365 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Shareholders' Equity Statement - USD ($) $ in Thousands | Total | 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 |
Stockholders' equity | $ 103,840 | $ 38,379 | $ 135,897 | $ 0 | $ 239,979 | $ (4,173) | $ 306,242 | |
Net income | 49,031 | 49,031 | ||||||
Change in 401KSOP and ESOP related shares | 1,810 | 19 | 1,840 | (49) | ||||
Shares sold to employees | 21,337 | 11,714 | 9,623 | |||||
Options exercised | 1,620 | (1,122) | 2,742 | |||||
Subscription shares | 6,086 | 1,554 | 23,954 | 1,212 | $ (20,634) | |||
Stock-based compensation | $ 4,228 | 4,228 | ||||||
Dividends, per share | $ 0.058 | |||||||
Dividends | $ (2,682) | (2,682) | ||||||
Other Comprehensive Income (Loss), Net of Tax | (2,666) | (2,666) | ||||||
Shares purchased | (45,867) | (45,867) | ||||||
Stockholders' equity | 119,235 | 38,645 | 151,752 | 0 | 266,745 | (4,829) | (333,611) | 533 |
Net income | 20,464 | 20,464 | ||||||
Change in 401KSOP and ESOP related shares | (4,461) | (247) | (4,215) | 1 | ||||
Shares sold to employees | 5,977 | 3,354 | 2,623 | |||||
Options exercised | 172 | 35 | 137 | |||||
Subscription shares | 5,553 | 1,554 | 23,954 | 1,212 | (21,167) | |||
Stock-based compensation | $ 1,631 | 1,631 | ||||||
Dividends, per share | $ 0.020 | |||||||
Dividends | $ (931) | (931) | ||||||
Other Comprehensive Income (Loss), Net of Tax | (2,010) | (2,010) | ||||||
Shares purchased | (8,893) | (8,893) | ||||||
Stockholders' equity | 136,737 | 38,398 | 154,111 | 23,954 | 286,279 | (6,839) | 338,532 | 20,634 |
Stockholders' equity | 129,800 | 38,550 | 162,828 | 23,864 | 293,993 | (5,588) | 363,502 | 20,345 |
Net income | 58,736 | 58,736 | ||||||
Change in 401KSOP and ESOP related shares | (11,557) | 443 | 7,951 | (19,951) | ||||
Shares sold to employees | 24,950 | 11,036 | 13,914 | |||||
Options exercised | 1,729 | (1,639) | 3,368 | |||||
Subscription shares | 3,528 | 640 | (1,122) | 559 | 3,451 | |||
Stock-based compensation | $ 3,997 | 3,997 | ||||||
Dividends, per share | $ 0.060 | |||||||
Dividends | $ (2,807) | (2,807) | ||||||
Other Comprehensive Income (Loss), Net of Tax | (58) | (58) | ||||||
Shares purchased | (49,836) | (49,836) | ||||||
Stockholders' equity | 145,407 | 39,083 | 182,039 | 23,493 | 310,348 | (5,133) | (385,081) | (19,342) |
Net income | 20,697 | |||||||
Change in 401KSOP and ESOP related shares | (1,049) | (90) | (960) | |||||
Shares sold to employees | 4,389 | 1,831 | 2,558 | |||||
Options exercised | 69 | 11 | 58 | |||||
Subscription shares | 2,071 | 198 | (751) | 176 | 2,448 | |||
Stock-based compensation | $ 1,694 | 1,694 | ||||||
Dividends, per share | $ 0.020 | |||||||
Dividends | $ (1,075) | (1,075) | ||||||
Other Comprehensive Income (Loss), Net of Tax | (513) | (513) | ||||||
Shares purchased | (13,208) | (13,208) | ||||||
Stockholders' equity | $ 158,482 | $ 38,993 | $ 184,813 | $ 22,742 | $ 329,971 | $ (5,646) | $ 395,497 | $ 16,894 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Oct. 01, 2022 | |
Operating activities | ||
Net income | $ 58,736 | $ 49,031 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 43,479 | 41,082 |
Other | (1,331) | (683) |
Changes in operating assets and liabilities, net of assets acquired: | ||
Accounts receivable | (44,944) | (49,451) |
Accounts payable and accrued expenses | (10,213) | 12,709 |
Self-insurance accruals | 5,760 | 13,306 |
Prepaid expenses | (14,069) | (10,724) |
Increase (Decrease) in Inventories | (14,520) | 0 |
Other, net | 13,440 | 7,710 |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities, Total | (22,398) | 13,949 |
Net cash provided by operating activities | 36,338 | 62,980 |
Capital expenditures: | ||
Equipment | (48,872) | (54,829) |
Land and buildings | 15,408 | 15,916 |
Purchases of businesses, net of cash acquired and debt incurred | (18,002) | (4,453) |
Proceeds from sales of property and equipment | 10,116 | 6,781 |
Purchases of marketable securities | (36,331) | (41,305) |
Proceeds from Sale and Maturity of Marketable Securities | 30,086 | 14,114 |
Net cash used in investing activities | (78,411) | (95,608) |
Financing activities | ||
Revolving credit facility borrowings | 549,226 | 453,885 |
Revolving credit facility payments | (493,398) | (402,618) |
Purchase of common shares for treasury | (49,836) | (45,867) |
Sale of common shares from treasury | 30,212 | 29,043 |
Dividends paid | (2,807) | (2,682) |
Proceeds from notes payable | 58,317 | 69,337 |
Payments of notes payable | (51,444) | (62,602) |
Payments of finance leases | 2,943 | 2,313 |
Net cash provided by financing activities | 37,327 | 36,183 |
Effect of exchange rate changes on cash | 11 | (171) |
(Decrease) increase in cash | (4,735) | 3,384 |
Cash, beginning of period | 18,526 | 19,460 |
Cash, end of period | 13,791 | 22,844 |
Supplemental cash flow information follows: | ||
Interest paid | 13,914 | 3,764 |
Income taxes paid | $ 20,633 | $ 9,869 |
Basis of Financial Statement Pr
Basis of Financial Statement Preparation | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of financial statement preparation [Text Block] | Basis of Financial Statement Preparation The 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,” the “Company,” “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 condensed 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 in consolidation. 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, 2022 (the “2022 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 condensed 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, long-lived asset and goodwill valuation, self-insurance accruals, income taxes, stock valuation and revenue recognition. Our mitigation banking business creates and sells wetland, stream and other environmental credits and provides services to those engaged in permittee-responsible mitigation and environmental restoration. We record mitigation bank credit inventory at the lower of cost or net realizable value. Inventory costs are based on estimated total costs for each mitigation bank, which could change as we perform mitigation banking activities. Our business continues to be impacted by a number of macro-economic factors, including higher fuel costs, rising interest rates and a highly competitive labor market, which have created an inflationary environment and cost pressures. 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 September 30, 2023 is referred to as the third quarter of 2023, and the fiscal quarter ended October 1, 2022 is referred to as the third quarter of 2022. Recent Accounting Guidance Accounting Standards Adopted in 2023 Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) --In March 2020, the FASB issued Accounting Standards Update ("ASU") 2020-04, "Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting". The guidance of this ASU is designed to provide relief from the accounting analysis and impacts that may otherwise be required for modifications to agreements (e.g., loans, debt securities, derivatives, borrowings) necessitated by reference rate reform. It also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by reference rate reform. Application of the guidance is optional, is only available in certain situations, and is only available for companies to apply until December 31, 2022. In January 2021, the FASB amended ASU 2020-04 by issuing Accounting Standards Update No. 2021-01, Reference Rate Reform Scope ("ASU 2021-01"). ASU 2021-01 clarifies the scope of optional expedients and exceptions to derivatives that are affected by the discounting transition. In December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. ASU 2022-06 defers the sunset date included within Topic 848 from December 31, 2022, to December 31, 2024. In January 2023, we adopted ASU 2020-04 and amended our amended and restated credit agreement to replace the reference rate from LIBOR to the Secured Overnight Financing Rate ("SOFR"). The amendment did not have a material impact to the Company’s financial statements. Accounting Standards Update 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations-- In September 2022, the FASB issued ASU No. 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This guidance requires annual and interim disclosure of the key terms of outstanding supplier finance programs and a roll-forward of the related obligations. The new standard does not affect the recognition, measurement or financial statement presentation of the supplier finance program obligations. These amendments are effective for fiscal years beginning after December 15, 2022, except for the amendment on roll-forward information, which is effective for fiscal years beginning after December 15, 2023. We adopted this standard and have no material supplier finance program obligations. |
Seasonality of Business
Seasonality of Business | 9 Months Ended |
Sep. 30, 2023 | |
Quarterly Financial Information Disclosure [Abstract] | |
Seasonality of business | Seasonality of BusinessDue to the seasonality of our business, our operating results for the three and nine months ended September 30, 2023 are not indicative of results that may be expected for any other interim period or for the year ending December 31, 2023. 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. |
Accounts Receivable, Net and Su
Accounts Receivable, Net and Supplemental Balance-Sheet Information | 9 Months Ended |
Sep. 30, 2023 | |
Accounts Receivable, Net and Supplemental Balance-Sheet Information [Abstract] [Abstract] | |
Accounts receivable net and supplemental balance-sheet information [Text Block] | Accounts Receivable, Net and Supplemental Balance-Sheet Information Accounts receivable, net, consisted of the following: Accounts receivable, net September 30, December 31, Accounts receivable $ 258,569 $ 242,427 Unbilled receivables (1) 110,576 82,605 369,145 325,032 Less allowances for credit losses 2,156 3,222 Accounts receivable, net $ 366,989 $ 321,810 (1) Unbilled receivables consist of work-in-process in accordance with the terms of contracts, primarily with utility services customers. The following items comprised the amounts included in the balance sheets: Other current assets September 30, December 31, Refundable income taxes $ 381 $ 14 Prepaid expenses 46,298 32,080 Mitigation bank credit inventory 27,573 6,351 Assets invested for self-insurance 20,658 24,828 Payroll taxes refundable 14,264 18,283 Other 5,518 2,396 Total $ 114,692 $ 83,952 Property and equipment, net September 30, December 31, Land and land improvements $ 25,798 $ 26,023 Buildings and leasehold improvements 92,861 80,768 Equipment 674,020 663,207 792,679 769,998 Less accumulated depreciation 497,136 501,459 Total $ 295,543 $ 268,539 Other assets, noncurrent September 30, December 31, Investment--cost-method affiliate $ 933 $ 1,258 Deferred income taxes 4,602 6,828 Cloud computing arrangements 474 2,652 Insurance receivable 200,000 7,500 Other 4,900 4,603 Total $ 210,909 $ 22,841 Accrued expenses September 30, December 31, Employee compensation $ 36,118 $ 35,536 Accrued compensated absences 14,827 13,034 Self-insured medical claims 2,573 2,806 Income tax payable 8,174 6,573 Customer advances, deposits 2,148 7,736 Taxes, other than income 2,386 5,764 Other 5,549 6,005 Total $ 71,775 $ 77,454 Other current liabilities September 30, December 31, Mitigation bank liabilities $ 6,106 $ — Current portion of: Lease liability-operating leases 37,972 34,652 Self-insurance accruals 54,486 56,221 Total $ 98,564 $ 90,873 Other noncurrent liabilities September 30, December 31, Non-qualified retirement plans $ 5,465 $ 8,336 Litigation accrual 200,000 7,500 Other 7,553 8,184 Total $ 213,018 $ 24,020 |
Business Combinations (Notes)
Business Combinations (Notes) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Our cash investments in businesses during the first nine months of 2023 were $18,250 and we issued debt, in the form of notes payable to the sellers, of $5,572 which have been included in our Residential and Commercial segment. Measurement-period adjustments are not complete. The measurement period for purchase price allocations ends as soon as information of the facts and circumstances becomes available, but does not exceed one year from the acquisition date. During the year ended December 31, 2022, our cash investments in businesses was $23,192 and debt issued, in the form of notes payable to the sellers, was $7,445. The following table summarizes the preliminary purchase price allocation of the estimated fair values of the assets acquired and liabilities assumed: Nine Months Ended September 30, 2023 Year Ended December 31, 2022 Detail of acquisitions: Assets acquired: Cash $ 249 $ 1,365 Receivables 211 10,794 Mitigation bank credit inventory — 6,351 Operating supplies 1,538 48 Prepaid expense 149 126 Equipment 5,208 2,309 Deposits and other 2,649 412 Intangible assets 6,233 10,569 Goodwill 13,441 14,255 Liabilities assumed (5,856) (15,592) Debt issued for purchases of businesses (5,572) (7,445) Cash paid $ 18,250 $ 23,192 The results of operations of acquired businesses have been included in the condensed 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 three and nine months ended September 30, 2023 was not significant. Pro forma net sales and results of operations for the acquisitions, had they occurred at the beginning of the nine months ended September 30, 2023, 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 useful life of seven years and the non-competition agreements were assigned an average useful life of five years. |
Investments, Debt and Equity Se
Investments, Debt and Equity Securities | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure | Marketable Securities The following table summarizes available-for-sale debt securities held at September 30, 2023 and December 31, 2022 by asset type: Available-For-Sale Debt Securities Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value September 30, 2023 Fixed maturity: United States Government and agency securities $ 40,123 $ 262 $ (295) $ 40,090 Corporate notes and bonds 577 — (57) 520 Total available-for-sale debt securities $ 40,700 $ 262 $ (352) $ 40,610 December 31, 2022 Fixed maturity: United States Government and agency securities $ 25,485 $ 84 $ (315) $ 25,254 Corporate notes and bonds 315 — (51) 264 Total available-for-sale debt securities $ 25,800 $ 84 $ (366) $ 25,518 Marketable securities are composed of available-for-sale debt securities and marketable equity securities and all marketable securities are held at fair value. We carry a portion of our marketable securities portfolio in long-term assets since they are generally held for the settlement of our insurance claims processed through our wholly owned captive insurance subsidiary. Available-for-sale debt securities are included in other current assets and marketable securities and other investments totaling $40,610 and $25,518 at September 30, 2023 and December 31, 2022, respectively. Realized gains and losses on sales of available-for-sale debt securities are recognized in net income on the specific identification basis. Changes in the fair values of available-for-sale debt securities that are determined to be holding gains or losses are recorded through accumulated other comprehensive income (loss) net of applicable taxes, within shareholders' equity. In assessing whether a credit loss exists, we evaluate our ability to hold the investment, the strength of the underlying collateral and the extent to which the investment's amortized cost or cost, as appropriate, exceeds its related fair value. We held approximately $10,276 and $18,110 in marketable equity securities as of September 30, 2023 and December 31, 2022, respectively. Realized and unrealized gains and losses on marketable equity securities are included in other income (expense) in the Consolidated Statements of Operations. The net carrying values of available-for-sale debt securities at September 30, 2023 by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties. Amortized Cost Fair Value Due: Less than one year $ 21,037 $ 21,267 One year through five years 17,335 17,210 Six years through ten years 534 492 After ten years 1,794 1,641 Total $ 40,700 $ 40,610 |
Identified Intangible Assets an
Identified Intangible Assets and Goodwill, Net | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Identified intangible assets and goodwill, net [Text Block] | Identified Intangible Assets and Goodwill, Net The carrying amounts of the identified intangible assets and goodwill acquired in connection with our acquisitions were as follows: September 30, 2023 December 31, 2022 Carrying Accumulated Carrying Accumulated Amortized intangible assets: Customer lists/relationships $ 40,927 $ 28,437 $ 36,745 $ 26,243 Employment-related 12,850 9,714 12,242 8,931 Tradenames 12,684 7,870 12,219 7,083 Amortized intangible assets 66,461 $ 46,021 61,206 $ 42,257 Less accumulated amortization 46,021 42,257 Identified intangible assets, net $ 20,440 $ 18,949 Goodwill $ 80,924 $ 70,107 Adjustments related to the carrying values are related to measurement period adjustments for acquisitions made in 2022 for which purchase accounting is not finalized. The changes in the carrying amounts of goodwill, by segment, for the nine months ended September 30, 2023 and the year ended December 31, 2022 were as follows: Balance at January 1, 2023 Acquisitions Translation Balance at September 30, 2023 Utility $ 4,941 $ — $ — $ 4,941 Residential and Commercial 65,166 13,441 (2,624) 75,983 Total $ 70,107 $ 13,441 $ (2,624) $ 80,924 Balance at January 1, 2022 Acquisitions Translation Balance at December 31, 2022 Utility $ 4,911 $ 30 $ — $ 4,941 Residential and Commercial 51,069 14,225 (128) 65,166 Total $ 55,980 $ 14,255 $ (128) $ 70,107 Estimated future aggregate amortization expense of intangible assets -- The estimated future aggregate amortization expense of intangible assets, as of September 30, 2023, was as follows: Estimated Future Remaining three months of 2023 $ 1,231 2024 4,960 2025 4,174 2026 3,335 2027 2,809 2028 1,965 Thereafter 1,966 $ 20,440 |
Long-Term Debt and Commitments
Long-Term Debt and Commitments Related to Letters of Credit | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-term debt and commitments related to letters of credit [Text Block] | Short and Long-Term Debt and Commitments Related to Letters of Credit We have short-term lines of credit with several banks totaling $11,111. At September 30, 2023, we had $8,729 available under the lines of credit with no borrowings outstanding and $2,382 committed through issued letters of credit. Borrowings outstanding generally bear interest at the banks' prime rate or SOFR plus a margin adjustment of 1.86%. Our long-term debt consisted of the following: September 30, December 31, Revolving credit facility: Swing-line borrowings $ 26,262 $ 25,433 SOFR borrowings 180,000 125,000 206,262 150,433 Senior unsecured notes: 3.99% Senior unsecured notes 50,000 50,000 4.00% Senior unsecured notes 25,000 25,000 75,000 75,000 Term loans 42,284 29,680 323,546 255,113 Less debt issuance costs 404 519 Less current portion 48,875 23,826 $ 274,267 $ 230,768 Revolving Credit Facility --In August 2021, the Company amended and restated its revolving credit facility with its existing bank group. The amended and restated credit agreement, which expires in August 2026, permits borrowings, as defined, of up to $325,000, including a letter of credit sublimit of $150,000 and a swing-line commitment of $30,000. Under certain circumstances, the amount available under the revolving credit facility may be increased to $425,000. 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 September 30, 2023, we had unused commitments under the facility approximating $116,114, with $208,886 committed, consisting of borrowings of $206,262 and issued letters of credit of $2,624. In January 2023, we amended the amended and restated credit agreement to update the benchmark interest rate provisions to replace LIBOR with the Secured Overnight Financing Rate (“SOFR”). Following the amendment, borrowings outstanding bear interest, at Davey Tree’s option, of either (a) the base rate or (b) SOFR plus a margin adjustment ranging from .875% to 1.50%--with the margin adjustments 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) Adjusted Term SOFR 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. 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, which was amended in September 2021. Among other things, the amendment increased the total facility limit to $150,000 and extended the issuance period for subsequent series of promissory notes to be issued and sold pursuant to the Note Purchase and Shelf Agreement to September 2024. The amendment also amended certain provisions and covenants to generally conform them to the corresponding provisions and covenants in the amended and restated revolving credit agreement. In addition, the amendment and restatement of the revolving credit agreement in August 2021 provided that the Company is permitted to incur indebtedness arising under the Note Purchase and Shelf Agreement in an aggregate principal amount not to exceed $150,000. As the Company has previously issued notes in an aggregate amount of $75,000 under the Note Purchase and Shelf Agreement, it now has capacity to issue subsequent series of promissory notes pursuant to the Note Purchase and Shelf Agreement (the “Shelf Notes”) in an aggregate amount of up to $75,000. 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 (the sixth 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. 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 4.00% Senior Notes are due September 21, 2028. 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. 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 at September 30, 2023 were as follows: 2023--$11,244; 2024--$39,921; 2025--$19,404; 2026--$222,977; 2027--$15,000; and 2028--$15,000. Accounts Receivable Securitization Facility --In June 2023, the Company amended its Accounts Receivable Securitization Facility (the “AR Securitization program”) to extend the scheduled termination date for an additional one The AR Securitization program has a limit of $100,000, of which $89,689 was issued for LCs as of September 30, 2023 and December 31, 2022. 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 September 30, 2023--to the bank in exchange for the bank issuing LCs. Fees payable to the bank include: (a) an LC issuance fee, payable on each settlement date, in the amount of .90% per annum on the aggregate amount of all LCs outstanding plus outstanding reimbursement obligations (e.g., arising from drawn LCs), if any, and (b) an unused LC fee, payable monthly, equal to (i) .35% per annum for each day on which the sum of the total LCs outstanding plus any outstanding reimbursement obligations is greater than or equal to 50% of the facility limit and (ii) .45% per annum for each day on which the sum of the total LCs outstanding plus any outstanding reimbursement obligations is less than 50% of the facility limit. If an LC is drawn and the bank is not immediately reimbursed in full for the drawn amount, any outstanding reimbursement obligation will accrue interest at a per annum rate equal to the term SOFR, plus .10% or, in certain circumstances, a base rate equal to the greatest of (i) the bank’s prime rate, (ii) the federal funds rate plus .50% and (iii) 1.00% above the Daily one month SOFR plus .10% and, following any default, 2.00% plus the greater of (a) the term SOFR plus .10% and (b) a base rate equal to the greatest of (i), (ii) and (iii) above. 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 September 30, 2023, total commitments related to issued LCs were $94,695, of which $2,624 were issued under the revolving credit facility, $89,689 were issued under the AR Securitization program, and $2,382 were issued under short-term lines of credit. As of December 31, 2022, total commitments related to issued LCs were $94,435, of which $2,624 were issued under the revolving credit facility, $89,689 were issued under the AR Securitization program, and $2,122 were issued under short-term lines of credit. As of September 30, 2023, we were in compliance with all debt covenants. |
Leases (Notes)
Leases (Notes) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases We lease certain office and parking facilities, warehouse space, equipment, vehicles and information technology equipment under operating and finance 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 September 30, December 31, Assets Operating lease assets Right-of-use assets - operating leases $ 108,149 $ 104,612 Finance lease assets Property and equipment, net 15,102 12,948 Total lease assets $ 123,251 $ 117,560 Liabilities Current operating lease liabilities Other current liabilities $ 37,972 $ 34,652 Non-current operating lease liabilities Lease liabilities - operating leases 69,748 68,878 Total operating lease liabilities 107,720 103,530 Current portion of finance lease liabilities Current portion of long-term debt and finance lease liabilities 4,096 3,046 Non-current finance lease liabilities Lease liabilities - finance leases 10,538 9,481 Total finance lease liabilities 14,634 12,527 Total lease liabilities $ 122,354 $ 116,057 The components of lease cost recognized within our Condensed Consolidated Statements of Operations were as follows: Three Months Ended Nine Months Ended Condensed Consolidated Statements September 30, October 1, September 30, October 1, Operating lease cost Operating expense $ 8,028 $ 6,649 $ 23,642 $ 19,095 Operating lease cost Selling expense 3,258 2,926 9,665 8,492 Operating lease cost General and administrative expense 260 304 925 883 Finance lease cost: Amortization of right-of-use assets Depreciation and amortization 1,123 889 2,965 2,334 Interest expense on lease liabilities Interest expense 123 74 324 196 Other lease cost (1) Operating expense 2,619 1,271 5,443 3,613 Other lease cost (1) Selling expense 485 235 1,467 1,059 Other lease cost (1) General and administrative expense 4 27 78 59 Total lease cost $ 15,900 $ 12,375 $ 44,509 $ 35,731 (1) Other lease cost includes short-term lease costs and variable lease costs. 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 weighted average remaining lease terms as of September 30, 2023 was 3.4 years for operating leases and 4.2 years for finance leases. 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 weighted average discount rates used to measure our lease liabilities as of September 30, 2023 were 4.10% for operating leases and 3.72% for finance leases. Supplemental Cash Flow Information Related to Leases Nine Months Ended September 30, October 1, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (33,546) $ (29,194) Operating cash flows from finance leases (325) (196) Financing cash flows from finance leases (2,943) (2,313) Right-of-use assets obtained in exchange for lease obligations: Operating leases 35,666 38,403 Finance leases 5,231 3,910 Maturity Analysis of Lease Liabilities As of September 30, 2023 Operating Finance Remaining three months of 2023 $ 11,126 $ 1,043 2024 39,410 4,516 2025 30,295 3,879 2026 18,295 3,034 2027 10,633 1,765 2028 3,599 608 Thereafter 2,552 1,074 Total lease payments 115,910 15,919 Less interest 8,190 1,285 Total $ 107,720 $ 14,634 |
Leases | Leases We lease certain office and parking facilities, warehouse space, equipment, vehicles and information technology equipment under operating and finance 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 September 30, December 31, Assets Operating lease assets Right-of-use assets - operating leases $ 108,149 $ 104,612 Finance lease assets Property and equipment, net 15,102 12,948 Total lease assets $ 123,251 $ 117,560 Liabilities Current operating lease liabilities Other current liabilities $ 37,972 $ 34,652 Non-current operating lease liabilities Lease liabilities - operating leases 69,748 68,878 Total operating lease liabilities 107,720 103,530 Current portion of finance lease liabilities Current portion of long-term debt and finance lease liabilities 4,096 3,046 Non-current finance lease liabilities Lease liabilities - finance leases 10,538 9,481 Total finance lease liabilities 14,634 12,527 Total lease liabilities $ 122,354 $ 116,057 The components of lease cost recognized within our Condensed Consolidated Statements of Operations were as follows: Three Months Ended Nine Months Ended Condensed Consolidated Statements September 30, October 1, September 30, October 1, Operating lease cost Operating expense $ 8,028 $ 6,649 $ 23,642 $ 19,095 Operating lease cost Selling expense 3,258 2,926 9,665 8,492 Operating lease cost General and administrative expense 260 304 925 883 Finance lease cost: Amortization of right-of-use assets Depreciation and amortization 1,123 889 2,965 2,334 Interest expense on lease liabilities Interest expense 123 74 324 196 Other lease cost (1) Operating expense 2,619 1,271 5,443 3,613 Other lease cost (1) Selling expense 485 235 1,467 1,059 Other lease cost (1) General and administrative expense 4 27 78 59 Total lease cost $ 15,900 $ 12,375 $ 44,509 $ 35,731 (1) Other lease cost includes short-term lease costs and variable lease costs. 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 weighted average remaining lease terms as of September 30, 2023 was 3.4 years for operating leases and 4.2 years for finance leases. 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 weighted average discount rates used to measure our lease liabilities as of September 30, 2023 were 4.10% for operating leases and 3.72% for finance leases. Supplemental Cash Flow Information Related to Leases Nine Months Ended September 30, October 1, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (33,546) $ (29,194) Operating cash flows from finance leases (325) (196) Financing cash flows from finance leases (2,943) (2,313) Right-of-use assets obtained in exchange for lease obligations: Operating leases 35,666 38,403 Finance leases 5,231 3,910 Maturity Analysis of Lease Liabilities As of September 30, 2023 Operating Finance Remaining three months of 2023 $ 11,126 $ 1,043 2024 39,410 4,516 2025 30,295 3,879 2026 18,295 3,034 2027 10,633 1,765 2028 3,599 608 Thereafter 2,552 1,074 Total lease payments 115,910 15,919 Less interest 8,190 1,285 Total $ 107,720 $ 14,634 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based compensation[Text Block] | Stock-Based CompensationOur 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”) -- was included in the results of operations as follows: Three Months Ended Nine Months Ended September 30, October 1, September 30, October 1, Compensation expense, all share-based payment plans $ 1,700 $ 1,658 $ 5,105 $ 5,244 Stock-based compensation consisted of the following: Employee Stock Purchase Plan --Under the Employee Stock Purchase Plan, all full-time employees with one year of service are eligible to purchase, through payroll deduction, common shares. Employee purchases under the Employee Stock Purchase Plan are at 85% of the fair market value of the common shares--a 15% discount. We recognize compensation costs as payroll deductions are made. The 15% discount of total shares purchased under the plan resulted in compensation cost of $1,338 being recognized for the nine months ended September 30, 2023 and $1,380 for the nine months ended October 1, 2022. Stock Options Plan --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 $173 for the nine months ended September 30, 2023 and $289 for the nine months ended October 1, 2022. Beginning in 2021, management and the Compensation Committee replaced the issuance of stock options with performance-based restricted stock units (“PRSUs”) for certain employees. Stock-Settled Stock Appreciation Rights -- A SSAR is an award that allows the recipient to receive common shares equal to the appreciation in the fair market value of our common shares between the date the award was granted and the conversion date of the shares vested. Effective January 1, 2019, management and the Compensation Committee replaced the issuance of future SSARs with PRSUs for certain management employees. Compensation costs for SSARs are determined using a fair-value method and amortized over the requisite service period. “Intrinsic value” is defined as the amount by which the fair market value of a common share exceeds the grant date price of a SSAR. During 2022, all remaining SSARs awards vested. There was no compensation expense for SSARs for the nine months ended September 30, 2023 and $65 for the nine months ended October 1, 2022. Restricted Stock Units --During the nine months ended September 30, 2023, the Compensation Committee awarded 224,540 PRSUs to certain management employees and 14,378 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 September 30, 2023. Restricted Stock Units Number Weighted- Weighted- Unrecognized Aggregate Unvested, January 1, 2023 766,267 $ 14.95 Granted 238,918 18.29 Forfeited — — Vested (71,342) 12.18 Unvested, September 30, 2023 933,843 $ 16.02 1.5 years $ 6,963 $ 19,424 Employee PRSUs 885,572 $ 15.97 1.5 years $ 6,523 $ 18,420 Nonemployee Director RSUs 48,271 $ 16.79 1.6 years $ 440 $ 1,004 Compensation cost for PRSUs and RSUs is determined using a fair-value method and amortized on the straight-line recognition method over the requisite service period. “Intrinsic value” is defined as the amount by which the fair market value of a common share exceeds the grant date price of a PRSU or an RSU. Compensation expense on PRSUs and RSUs totaled $3,594 for the nine months ended September 30, 2023 and $3,510 for the nine months ended October 1, 2022. 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 and forfeiture assumptions based on an analysis of historical data. The expected life of the stock-based awards is derived from the output of the binomial model and represents the period of time that awards granted are expected to be outstanding. The fair values of stock-based awards granted were estimated at the dates of grant with the following weighted-average assumptions. Nine Months Ended September 30, October 1, Volatility rate 9.6 % 9.7 % Risk-free interest rate 4.1 % 1.7 % Expected dividend yield .4 % .4 % Expected life of awards (years) 3.0 3.0 General Stock Option Information --The following table summarizes activity under the stock option plans for the nine months ended September 30, 2023. Stock Options Number Weighted- Weighted- Aggregate Outstanding, January 1, 2023 2,072,949 $ 8.59 Granted — — Exercised (206,253) 6.72 Forfeited (120,800) 5.80 Outstanding, September 30, 2023 1,745,896 $ 9.01 3.6 years $ 20,584 Exercisable, September 30, 2023 1,545,520 $ 8.67 3.3 years $ 18,747 As of September 30, 2023, there was approximately $198 of unrecognized compensation cost related to stock options outstanding. The cost is expected to be recognized over a weighted-average period of 1.1 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 and SSARs, the vesting of RSUs and PRSUs or purchases under the Employee Stock Purchase Plan. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income taxes [Text Block] | Income Taxes Our income tax provision for interim periods is determined using an estimate of our annual effective tax rate adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate and, if our estimated annual tax rate changes, we make a cumulative adjustment. The estimated annual effective tax rate for the nine months ended September 30, 2023 was 27.4%. Our actual effective tax rate was 28.9% and 26.3% for the three months ended September 30, 2023 and October 1, 2022, respectively. Our actual effective tax rate was 27.1% and 26.2% for the nine months ended September 30, 2023 and October 1, 2022, respectively. The change in the effective tax rate from statutory tax rates was primarily due to the impact of favorable discrete items which are a set amount and therefore have a larger impact on the rate based on our net income before tax in the first nine months compared to the impact they will have on the rate for the full year. As of September 30, 2023, we had unrecognized tax benefits of $699, of which $371 would affect our effective rate if recognized, and accrued interest expense related to unrecognized benefits of $56. At December 31, 2022, we had unrecognized tax benefits of $638, of which $311 would affect our effective rate if recognized, and accrued interest expense related to unrecognized benefits of $53. 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. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Accumulated other comprehensive income (loss) [Text Block] | Accumulated Other Comprehensive Income (Loss) Comprehensive income (or loss) is comprised of net income (or net loss) and other components, including foreign 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 nine months ended September 30, 2023 and October 1, 2022: Three Months Ended September 30, 2023 Foreign Available for Sale Securities Defined Accumulated Balance at July 1, 2023 $ (4,915) $ (340) $ 122 $ (5,133) Other comprehensive income (loss) before reclassifications Translation adjustment $ (515) $ — $ — $ (515) Unrealized gains — 3 — 3 Amounts reclassified from accumulated other comprehensive income (loss) — — — — Tax effect — (1) — (1) Net of tax amount (515) 2 — (513) Balance at September 30, 2023 $ (5,430) $ (338) $ 122 $ (5,646) Three Months Ended October 1, 2022 Foreign Available-for-Sale Securities Defined Accumulated Balance at July 2, 2022 $ (4,175) $ (181) $ (473) $ (4,829) Other comprehensive income (loss) before reclassifications Translation adjustment $ (1,934) $ — $ — $ (1,934) Unrealized losses — (113) — (113) Amounts reclassified from accumulated other comprehensive income (loss) — (11) 30 19 Tax effect — 26 (8) 18 Net of tax amount (1,934) (98) 22 (2,010) Balance at October 1, 2022 $ (6,109) $ (279) $ (451) $ (6,839) Nine Months Ended September 30, 2023 Foreign Available-for-Sale Securities Defined Accumulated Balance at January 1, 2023 $ (5,511) $ (199) $ 122 $ (5,588) Other comprehensive income (loss) before reclassifications Translation adjustment $ 81 $ — $ — $ 81 Unrealized losses — (156) — (156) Amounts reclassified from accumulated other comprehensive income (loss) — (19) — (19) Tax effect — 36 — 36 Net of tax amount 81 (139) — (58) Balance at September 30, 2023 $ (5,430) $ (338) $ 122 $ (5,646) Nine Months Ended October 1, 2022 Foreign Available-for-Sale Securities Defined Accumulated Balance at January 1, 2022 $ (3,654) $ — $ (519) $ (4,173) Other comprehensive income (loss) before reclassifications Translation adjustment $ (2,455) $ — $ — $ (2,455) Unrealized losses — (350) — (350) Amounts reclassified from accumulated other comprehensive income (loss) — (3) 92 89 Tax effect — 74 (24) 50 Net of tax amount (2,455) (279) 68 (2,666) Balance at October 1, 2022 $ (6,109) $ (279) $ (451) $ (6,839) There was no change in defined benefit pension plans for the three and nine months ended September 30, 2023 and $30 and $92 for the three and nine months ended October 1, 2022, which was included in net periodic pension expense classified in the condensed consolidated statement of operations as general and administrative expense or other income (expense). |
Per Share Amounts and Common Sh
Per Share Amounts and Common Shares Outstanding | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Per share amounts and common and redeemable shares outstanding [Text Block] | Per Share Amounts and Common and Redeemable Shares Outstanding We calculate our basic earnings per share by dividing net income or net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share are calculated in a similar manner, but include the effect of dilutive securities. To the extent these securities are antidilutive, they are excluded from the calculation of earnings per share. The per share amounts were computed as follows: Three Months Ended Nine Months Ended September 30, October 1, September 30, October 1, Income available to common shareholders: Net income $ 20,697 $ 20,464 $ 58,736 $ 49,031 Weighted-average shares (in thousands): Basic: Outstanding 42,809 43,920 42,452 44,194 Partially-paid share subscriptions 314 228 942 228 Basic weighted-average shares 43,123 44,148 43,394 44,422 Diluted: Basic from above 43,123 44,148 43,394 44,422 Incremental shares from assumed: Exercise of stock subscription purchase rights 38 — 38 — Exercise of stock options and awards 2,025 2,257 2,068 2,297 Diluted weighted-average shares 45,186 46,405 45,501 46,719 Net income per share: Basic $ .48 $ .46 $ 1.35 $ 1.10 Diluted $ .46 $ .44 $ 1.29 $ 1.05 Common and Redeemable Shares Outstanding -- A summary of the activity of the common and redeemable shares outstanding for the nine months ended September 30, 2023 was as follows: Common Redeemable Total Shares outstanding at January 1, 2023 33,529,474 9,188,010 42,717,484 Shares purchased (1,641,224) (974,395) (2,615,619) Shares sold 789,553 514,397 1,303,950 Stock subscription offering -- cash purchases 12,336 — 12,336 Options and awards exercised 513,305 — 513,305 Shares outstanding at September 30, 2023 33,203,444 8,728,012 41,931,456 On September 30, 2023, we had 41,931,456 common and redeemable shares outstanding, employee options exercisable to purchase 1,545,520 common shares, partially-paid subscriptions for 1,256,250 common shares and purchase rights outstanding for 462,473 common shares. 2022 Subscription Offering Beginning April 2022, the Company offered to eligible employees and nonemployee directors the right to subscribe to a maximum of 2,666,667 common shares of the Company (including shares that may be issued upon the exercise of stock rights) at $18.10 per share in accordance with the provisions of The Davey Tree Expert Company 2014 Omnibus Stock Plan and the rules of the Compensation Committee of the Company’s Board of Directors. The offering period ended on August 1, 2022 and resulted in the subscription of 1,476,250 common shares for $26,720 at $18.10 per share. Participants in the subscription offering who purchased common shares for an aggregate purchase price of less than $5 were required to pay with cash. All participants (excluding Company directors and officers) purchasing common shares for an aggregate purchase price of $5 or more had an option to finance their purchase through a down-payment of at least 10% of the total purchase price and a seven All participants in the offering who purchased in excess of $5 of common shares were granted a “right” to purchase one additional common share at a price of $18.10 per share for every three common shares purchased in the offering. As a result of the stock subscription, rights to purchase 489,169 common shares were granted. Each right may be exercised at the rate of one-seventh per year and will expire seven |
Operations by Business Segment
Operations by Business Segment | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Operations by business segment [Text Block] | Operations by Business Segment We provide a wide range of arboricultural, horticultural, environmental and consulting services to residential, utility, commercial and government entities throughout the United States and Canada. We have two reportable operating segments organized by type or class of customer: Residential and Commercial, and Utility. Residential and Commercial --Residential and Commercial provides services to our residential and commercial customers including: the treatment, preservation, maintenance, removal and planting of trees, shrubs and other plant life; the practice of landscaping, grounds maintenance, tree surgery, tree feeding and tree spraying; the application of fertilizer, herbicides and insecticides; and natural resource management and consulting, forestry research and development, and environmental planning. Utility --Utility is principally engaged in providing services to our utility customers--investor-owned, municipal utilities, and rural electric cooperatives--including: the practice of line-clearing and vegetation management around power lines 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.” 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 2022 Annual Report. Segment information reconciled to the condensed consolidated financial statements was as follows: Utility Residential All Reconciling Consolidated Three Months Ended September 30, 2023 Revenues $ 247,478 $ 201,753 $ 1,403 $ — $ 450,634 Income (loss) from operations 17,656 24,398 (4,188) (1,629) (a) 36,237 Interest expense (4,751) (4,751) Interest income 502 502 Other income (expense), net (2,890) (2,890) Income before income taxes $ 29,098 Segment assets, total $ 372,114 $ 368,062 $ — $ 526,377 (b) $ 1,266,553 Three Months Ended October 1, 2022 Revenues $ 217,305 $ 180,706 $ 934 $ — $ 398,945 Income (loss) from operations 16,790 21,204 (4,033) (948) (a) 33,013 Interest expense (2,164) (2,164) Interest income 303 303 Other income (expense), net (3,371) (3,371) Income before income taxes $ 27,781 Segment assets, total $ 331,393 $ 305,216 $ — $ 263,362 (b) $ 899,971 Nine Months Ended September 30, 2023 Revenues $ 700,378 $ 563,942 $ 2,854 $ — $ 1,267,174 Income (loss) from operations 51,197 61,312 (11,439) (3,875) (a) 97,195 Interest expense (13,588) (13,588) Interest income 1,329 1,329 Other income (expense), net (4,365) (4,365) Income before income taxes $ 80,571 Segment assets, total $ 372,114 $ 368,062 $ — $ 526,377 (b) $ 1,266,553 Nine Months Ended October 1, 2022 Revenues $ 637,900 $ 504,064 $ 1,584 $ — $ 1,143,548 Income (loss) from operations 49,260 50,759 (14,852) (5,665) (a) 79,502 Interest expense (5,312) (5,312) Interest income 489 489 Other income (expense), net (8,241) (8,241) Income before income taxes $ 66,438 Segment assets, total $ 331,393 $ 305,216 $ — $ 263,362 (b) $ 899,971 Reconciling adjustments from segment reporting to the condensed consolidated financial statements 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. |
Revenue Recognition (Notes)
Revenue Recognition (Notes) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue Recognition [Abstract] | |
Revenue from contract from customer [Text Block] | Revenue Recognition We recognize 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 nine months ended September 30, 2023 and October 1, 2022 by major sources: Three Months Ended September 30, 2023 Utility Residential All Other Consolidated Type of service: Tree and plant care $ 147,125 $ 110,487 $ (202) $ 257,410 Grounds maintenance — 50,603 — 50,603 Storm damage services 5,192 4,240 — 9,432 Consulting and other 95,161 36,423 1,605 133,189 Total revenues $ 247,478 $ 201,753 $ 1,403 $ 450,634 Geography: United States $ 229,046 $ 189,044 $ 1,403 $ 419,493 Canada 18,432 12,709 — 31,141 Total revenues $ 247,478 $ 201,753 $ 1,403 $ 450,634 Three Months Ended October 1, 2022 Utility Residential All Other Consolidated Type of service: Tree and plant care $ 138,112 $ 105,108 $ (28) $ 243,192 Grounds maintenance — 46,056 — 46,056 Storm damage services 7,004 2,564 — 9,568 Consulting and other 72,189 26,978 962 100,129 Total revenues $ 217,305 $ 180,706 $ 934 $ 398,945 Geography: United States $ 207,004 $ 168,405 $ 934 $ 376,343 Canada 10,301 12,301 — 22,602 Total revenues $ 217,305 $ 180,706 $ 934 $ 398,945 Nine Months Ended September 30, 2023 Utility Residential All Other Consolidated Type of service: Tree and plant care $ 425,701 $ 309,558 $ (344) $ 734,915 Grounds maintenance — 138,451 — 138,451 Storm damage services 11,340 12,446 — 23,786 Consulting and other 263,337 103,487 3,198 370,022 Total revenues $ 700,378 $ 563,942 $ 2,854 $ 1,267,174 Geography: United States $ 658,021 $ 529,540 $ 2,854 $ 1,190,415 Canada 42,357 34,402 — 76,759 Total revenues $ 700,378 $ 563,942 $ 2,854 $ 1,267,174 Nine Months Ended October 1, 2022 Utility Residential All Other Consolidated Type of service: Tree and plant care $ 420,791 $ 294,206 $ (155) $ 714,842 Grounds maintenance — 128,114 — 128,114 Storm damage services 10,136 6,162 — 16,298 Consulting and other 206,973 75,582 1,739 284,294 Total revenues $ 637,900 $ 504,064 $ 1,584 $ 1,143,548 Geography: United States $ 608,411 $ 469,042 $ 1,584 $ 1,079,037 Canada 29,489 35,022 — 64,511 Total revenues $ 637,900 $ 504,064 $ 1,584 $ 1,143,548 Contract Balances Our contract liabilities consist of advance payments and billings in excess of costs incurred and deferred revenue. The Company recognized $351 and $2,048 of revenue for the three and nine months ended September 30, 2023, that was included in the contract liability balance at December 31, 2022 and $616 and $1,676 of revenue for the three and nine months ended October 1, 2022, that was included in the contract liability balance at December 31, 2021. Net contract liabilities consisted of the following: September 30, December 31, Contract liabilities - current $ 2,584 $ 3,723 Contract liabilities - noncurrent 3,044 4,145 Net contract liabilities $ 5,628 $ 7,868 |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements and financial instruments | 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. 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 September 30, 2023 were as follows: Fair Value Measurements at September 30, 2023 Using: Assets and Liabilities Recorded at Total Carrying Value at September 30, 2023 Quoted Significant Significant Assets: Assets invested for self-insurance Certificates of deposits, current $ 2,359 $ 2,359 $ — $ — Certificates of deposits, noncurrent 4,750 4,750 — — Available-for-sale debt securities: United States Government and agency securities 40,090 40,090 — — Corporate notes and bonds 520 520 — — Total available-for-sale debt securities 40,610 40,610 — — Marketable equity securities: Mutual funds 5,558 5,558 — — Corporate stocks 3,385 3,385 — — Exchange traded funds 1,333 1,333 — — Total marketable equity securities 10,276 10,276 — — Liabilities: Deferred compensation $ 1,488 $ — $ — $ 1,488 Our assets and liabilities measured at fair value on a recurring basis at December 31, 2022 were as follows: Fair Value Measurements at December 31, 2022 Using: Assets and Liabilities Recorded at Total Carrying Value at December 31, 2022 Quoted Significant Significant Assets: Assets invested for self-insurance Certificates of deposits, current $ 3,750 $ 3,750 $ — $ — Certificates of deposits, noncurrent 6,359 6,359 — — Available-for-sale debt securities: United States Government and agency securities 25,254 25,254 — — Corporate notes and bonds 264 264 — — Total available-for-sale debt securities 25,518 25,518 — — Marketable equity securities: Mutual funds 13,873 13,873 — — Corporate stocks 3,007 3,007 — — Exchange traded funds 1,230 1,230 — — Total marketable equity securities 18,110 18,110 — — Liabilities: Deferred compensation $ 4,597 $ — $ 4,597 $ — The assets invested for self-insurance are certificates of deposit, stocks, bonds, mutual funds and exchange traded 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 3--is based on the value of the Company's common shares. The Company's 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 the common shares is determined by an independent stock valuation firm. The semiannual valuations utilize two approaches in determining the fair value of the common shares, a market approach and an income approach. Each approach utilizes Company performance and financial condition, using a peer group of comparable companies selected by the firm as well as significant unobservable inputs such as projected earnings and cash flow, EBITDA and cost of capital. The results of each valuation approach are utilized in a weighted average calculation to arrive at the fair market value. The peer group at September 30, 2023 consisted of: ABM Industries Incorporated; Comfort Systems USA, Inc.; Dycom Industries, Inc.; FirstService Corporation; MYR Group, Inc.; Quanta Services, Inc.; Rollins, Inc.; and Scotts Miracle-Gro Company. The semiannual valuations are effective for a period of six months and the per-share price established by those valuations is the price at which the Board of Directors of the Company has determined that the common shares will be bought and sold during that six-month period in transactions involving the Company or one of its employee benefit or stock purchase plans. The Company provides a ready market for all shareholders through its direct purchase of their common shares, although the Company is under no obligation to do so (other than for repurchases pursuant to the put option, as described in Note Q). Management has evaluated the classification of the common shares and determined that due to significant unobservable inputs used in the independent stock valuation, the shares are more appropriately categorized as Level 3 investments. 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 assets and liabilities and their carrying values and fair values were as follows: September 30, 2023 December 31, 2022 Carrying Fair Carrying Fair Assets: Available-for-sale debt securities $ 40,610 $ 40,610 $ 25,518 $ 25,518 Marketable equity securities 10,276 10,276 18,110 18,110 Liabilities: Revolving credit facility, noncurrent $ 206,262 $ 206,262 $ 150,433 $ 150,433 Senior unsecured notes, noncurrent 60,000 57,335 75,000 74,968 Term loans, noncurrent 8,409 8,420 5,854 5,610 Total $ 274,671 $ 272,017 $ 231,287 $ 231,011 The carrying value of our revolving credit facility approximates fair value--classified as Level 2--as the interest rates on the amounts outstanding are variable. The fair value of our senior unsecured notes and term loans--classified as Level 2--is determined based on expected future weighted-average interest rates with the same remaining maturities. Market Risk-- In the normal course of business, we are exposed to market risk related to changes in foreign currency exchange rates, changes in interest rates and changes in fuel prices. We do not hold or issue derivative financial instruments for trading or speculative purposes. In prior years, we have used derivative financial instruments to manage risk, in part, associated with changes in interest rates and changes in fuel prices. Presently, we are not engaged in any hedging or derivative activities. |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies [Text Block] | Commitments and ContingenciesWe 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 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 an 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. Georgia wrongful death suit In November 2017, a wrongful death lawsuit was filed in Savannah, Georgia in the State Court of Chatham County (“State Court”) against Davey Tree, its subsidiary, Wolf Tree, Inc. (“Wolf Tree”), a former Davey employee, a Wolf Tree employee, and two former Wolf Tree employees. That complaint, as subsequently amended, alleges various acts of negligence and seeks compensatory damages for the wrongful death of the plaintiff’s husband, a Wolf Tree employee, who was shot and killed in August 2017. In July 2018, a related survival action was filed in Savannah, Georgia by the deceased’s estate against Davey Tree, its subsidiary, Wolf Tree, and four current and former employees, which arises out of the same allegations, seeks compensatory and punitive damages and also includes three Racketeer Influenced and Corrupt Organizations Act (“RICO”) claims under Georgia law seeking treble damages. The 2018 case was removed to the United States District Court for the Southern District of Georgia, Savannah Division (“Federal Court”), on August 2, 2018. The cases were mediated unsuccessfully in December 2018 and the State Court case was originally set for trial on January 22, 2019. However, as discussed below, the two civil cases were ultimately stayed for more than four years. 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 Department of Justice (“DOJ”) filed a motion to stay both actions on the grounds that on December 7, 2018, an indictment was issued charging two former Wolf Tree employees and another individual with various crimes, including conspiracy to murder the deceased. The State Court case was stayed on December 28, 2018 and the Federal Court case was stayed on January 8, 2019. 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. By November 2022, all three of the individually charged defendants had either been convicted at trial or pled guilty to Federal criminal charges in the Federal Court related to their involvement with the murder and other illegal activities. All three criminal defendants have now been sentenced. Since the individual defendants' criminal matters are now resolved, the State Court permitted limited additional discovery and amended motions for summary judgment. The Company filed a motion for summary judgment and plaintiffs have responded, and the motion remains pending before the State Court. The State Court has not yet set a trial date. The stay in the Federal Court case was lifted on April 4, 2023. The case will now proceed to the early stages of litigation. The Company filed a request for a motion to dismiss the alleged civil RICO claims by plaintiffs and further filed a motion to stay the case until the motion to dismiss was decided. The Federal Court granted the Company’s motion to stay, with two limited exceptions for ongoing discovery. The Federal Court has not yet set a trial date. Previously, on December 17, 2018, the United States Attorney's Office for the Southern District of Georgia (“United States Attorney”) informed the Company and Wolf Tree that they are also under investigation for potential civil or other violations of immigration and other laws relating to the subject matters of the criminal investigation referenced above. The Company and Wolf Tree fully cooperated with the investigation. On July 12, 2023, the Company and Wolf Tree entered into a non-prosecution and settlement agreement (the “settlement agreement”) with the United States Attorney’s Office for the Southern District of Georgia and the United States Department of Homeland Security (“DHS”), resolving the investigation for potential violations of immigration and other laws by the Company and Wolf Tree. The United States Attorney recognized that, since August 2017, both the Company and Wolf Tree have fully cooperated with the criminal and civil investigation and, in entering into the settlement agreement, the United States Attorney took into consideration the Company’s and Wolf Tree’s implementation of a significant compliance program. The Company and Wolf Tree agreed to pay $3,984 as part of the settlement agreement, including civil penalties, forfeiture and restitution, an amount the Company and Wolf Tree had previously reserved. The United States Attorney agreed that it will not bring any criminal charges against the Company or Wolf Tree concerning the subject matter of the investigation and released the Company and Wolf Tree from civil liability concerning certain immigration code provisions. The DHS also agreed to release the Company and Wolf Tree from administrative liability relating to the subject matter of the investigation, all of which are subject to standard reservations of rights and certain reserved claims. The settlement agreement closes the investigation by the United States Attorney and DHS. The settlement is not an admission of liability by the Company or Wolf Tree. The civil cases in the State Court of Chatham County in Georgia and the United States District Court for the Southern District of Georgia, Savannah Division relating to the same subject matter, remain pending. In both civil cases, the Company and Wolf Tree have denied all liability and are vigorously defending against the actions. The Company also has retained separate counsel for some of the individual defendants, each of whom has denied all liability and also are vigorously defending the actions. Northern California Wildfires Five lawsuits were filed that name contractors for PG&E Corporation and its subsidiary, Pacific Gas and Electric Company (together, “PG&E”), including Davey Tree, with respect to claims arising from wildfires that occurred in Pacific Gas and Electric Company’s service territory in northern California beginning on October 8, 2017. An action was brought on August 8, 2019 in Napa County Superior Court, entitled Donna Walker, et al. v. Davey Tree Surgery Company, et al ., Case No. 19CV001194. An action was brought on October 8, 2019 in San Francisco County Superior Court, entitled Quinisha Kyree Abram, et al. v. ACRT, Inc., et. al , Case No. CGC-19-579861. An action was brought on October 7, 2019 in San Francisco Superior Court, entitled Adams, et al. v. Davey Resource Group, Inc., et al., Case No. CGC-19-579828. An action was brought on October 8, 2019 in Sacramento Superior Court, entitled Antone, et al. v. ACRT, Inc. et al., Case No. 34-2019-00266662. An action was brought on October 7, 2019 in Sacramento Superior Court, entitled Bennett, et al. v. ACRT, Inc. et al. , Case No. 2019-00266501. Three additional actions were brought on January 28, 2021 in San Francisco County Superior Court, by fire victims represented by a trust (“Plaintiffs’ Trust”), which was assigned contractual rights in the PG&E bankruptcy proceedings. These cases are entitled John K. Trotter, Trustee of the PG&E Fire Victim Trust v. Davey Resource Group, Inc., et al ., Case No. CGC-21-589438; John K. Trotter, Trustee of the PG&E Fire Victim Trust v. Davey Resource Group, Inc., et al ., Case No. CGC-21-589439; and John K. Trotter, Trustee of the PG&E Fire Victim Trust v. ACRT Pacific, LLC, et al ., Case No. CGC-21-589441. On September 22, 2021, the court granted Davey Tree's petition to coordinate all cases as a California Judicial Council Coordination Proceeding, In Re North Bay Fire Cases, JCCP No. 4955. As a result of the coordination order, all of the actions are stayed in their home jurisdictions. At a case management conference in JCCP No. 4955 on February 24, 2022, the Court ordered that Davey Tree and the plaintiffs participate in a mediation. An initial mediation took place on October 17, 2022. The matter did not resolve at this initial mediation and mediation efforts are ongoing. In November 2022, Davey Tree filed a cross-complaint against the Plaintiffs’ Trust and PG&E related to the contractual obligations of limitation of liability and hold harmless. Since that time, Davey Tree has dismissed the cross-complaint against PG&E without prejudice. The Plaintiffs’ Trust filed a demurrer which challenged Davey Tree’s claim that the hold harmless provisions in its contracts with PG&E are an obligation of the Plaintiffs’ Trust. In response to the demurrer, Davey Tree filed an amended cross-complaint against the Plaintiffs’ Trust on April 13, 2023. The Plaintiffs’ Trust has since filed another demurrer seeking to dismiss the cross complaint by Davey Tree, and Davey Tree has filed a response. The Plaintiffs’ Trust filed a motion for summary adjudication which challenged the limitation of liability as set forth in the assigned contracts. The Court denied the motion for summary adjudication in an order entered April 12, 2023. The court originally set a trial date for October 2, 2023 involving the claim of the Plaintiffs’ Trust as to the Atlas burn location. On July 26, 2023, based on a joint request by the parties, the court vacated the October 2, 2023 Atlas trial date and reset the Atlas trial for February 26, 2024. The parties have continued to mediate all of the claims alleged in the consolidated cases. The parties jointly requested that the Court suspend trial dates and other proceeding while the parties attempt to reach final terms on a global resolution. The court granted the parties request and stayed the trial scheduled dates for 60 days. |
The Davey 401KSOP and Employee
The Davey 401KSOP and Employee Stock Ownership Plan (Notes) | 9 Months Ended |
Sep. 30, 2023 | |
The Davey 401KSOP and Employee Stock Ownership Plan [Abstract] | |
The Davey 401KSOP and Employee Stock Ownership Plan [Text Block] | The Davey 401KSOP and Employee Stock Ownership Plan On March 15, 1979, the Company consummated a plan, which transferred control of the Company to its employees. As a part of this plan, the Company initially sold 120,000 common shares (presently, 46,080,000 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 certain 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, 2020, we match, in either cash or our common shares, 100% of the first three percent and 50% of the next two percent of each participant's before-tax contribution, limited to the first five percent of the employee’s compensation deferred each year. All non-bargaining domestic employees who attained age 21 and completed one year of service are eligible to participate. In May 2004, we adopted the 401K Match Restoration Plan, a defined contribution plan that supplements the retirement benefits of certain employees that participate in the savings plan feature of The Davey 401KSOP and ESOP Plan, but are limited in contributions because of tax rules and regulations. 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 assists with the appraisal of 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 $1,342 and $1,833 as of September 30, 2023 and December 31, 2022, respectively. The fair value of the shares held in the Davey 401KSOP and ESOP totaled $180,201 and $168,145 as of September 30, 2023 and December 31, 2022, 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 $181,543 and $169,978 as of September 30, 2023 and December 31, 2022, respectively. Changes in the fair value of the 401KSOP and ESOP Plan related shares are reflected in retained earnings while net share activity associated with the 401KSOP and ESOP Plan related shares are first reflected in additional paid-in capital and then retained earnings if additional paid-in capital is insufficient. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Pay vs Performance Disclosure | ||||
Net income | $ 20,697 | $ 20,464 | $ 58,736 | $ 49,031 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Financial Statement _2
Basis of Financial Statement Preparation (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of financial statement preparation, policy [Policy Text Block] | The 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,” the “Company,” “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 condensed 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 in consolidation. 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, 2022 (the “2022 Annual Report”). |
Use of estimates, policy [Policy Text Block] | Use of Estimates in Financial Statement Preparation --The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect reported amounts. Our condensed 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, long-lived asset and goodwill valuation, self-insurance accruals, income taxes, stock valuation and revenue recognition. |
Income tax, policy [Policy Text Block] | Our income tax provision for interim periods is determined using an estimate of our annual effective tax rate adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate and, if our estimated annual tax rate changes, we make a cumulative adjustment. |
Earnings per share, policy [Policy Text Block] | We calculate our basic earnings per share by dividing net income or net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share are calculated in a similar manner, but include the effect of dilutive securities. To the extent these securities are antidilutive, they are excluded from the calculation of earnings per share. |
Segment reporting, policy [Policy Text Block] | We have two reportable operating segments organized by type or class of customer: Residential and Commercial, and Utility. |
Commitments and Contingencies, Policy | 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 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 an accrual, consistent with applicable accounting guidance. |
Accounts Receivable, Net and _2
Accounts Receivable, Net and Supplemental Balance-Sheet Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounts Receivable, Net and Supplemental Balance-Sheet Information [Abstract] [Abstract] | |
Accounts receivable, net [Table Text Block] | Accounts receivable, net, consisted of the following: Accounts receivable, net September 30, December 31, Accounts receivable $ 258,569 $ 242,427 Unbilled receivables (1) 110,576 82,605 369,145 325,032 Less allowances for credit losses 2,156 3,222 Accounts receivable, net $ 366,989 $ 321,810 (1) Unbilled receivables consist of work-in-process in accordance with the terms of contracts, primarily with utility services customers. |
Schedule of Other Current Assets [Table Text Block] | The following items comprised the amounts included in the balance sheets: Other current assets September 30, December 31, Refundable income taxes $ 381 $ 14 Prepaid expenses 46,298 32,080 Mitigation bank credit inventory 27,573 6,351 Assets invested for self-insurance 20,658 24,828 Payroll taxes refundable 14,264 18,283 Other 5,518 2,396 Total $ 114,692 $ 83,952 |
Property, Plant and Equipment [Table Text Block] | Property and equipment, net September 30, December 31, Land and land improvements $ 25,798 $ 26,023 Buildings and leasehold improvements 92,861 80,768 Equipment 674,020 663,207 792,679 769,998 Less accumulated depreciation 497,136 501,459 Total $ 295,543 $ 268,539 |
Schedule of Other Assets, Noncurrent [Table Text Block] | Other assets, noncurrent September 30, December 31, Investment--cost-method affiliate $ 933 $ 1,258 Deferred income taxes 4,602 6,828 Cloud computing arrangements 474 2,652 Insurance receivable 200,000 7,500 Other 4,900 4,603 Total $ 210,909 $ 22,841 |
Accrued expenses [Table Text Block] | Accrued expenses September 30, December 31, Employee compensation $ 36,118 $ 35,536 Accrued compensated absences 14,827 13,034 Self-insured medical claims 2,573 2,806 Income tax payable 8,174 6,573 Customer advances, deposits 2,148 7,736 Taxes, other than income 2,386 5,764 Other 5,549 6,005 Total $ 71,775 $ 77,454 |
Other current liabilities [Table Text Block] | Other current liabilities September 30, December 31, Mitigation bank liabilities $ 6,106 $ — Current portion of: Lease liability-operating leases 37,972 34,652 Self-insurance accruals 54,486 56,221 Total $ 98,564 $ 90,873 |
Other Noncurrent Liabilities [Table Text Block] | Other noncurrent liabilities September 30, December 31, Non-qualified retirement plans $ 5,465 $ 8,336 Litigation accrual 200,000 7,500 Other 7,553 8,184 Total $ 213,018 $ 24,020 |
Business Combinations Business
Business Combinations Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table summarizes the preliminary purchase price allocation of the estimated fair values of the assets acquired and liabilities assumed: Nine Months Ended September 30, 2023 Year Ended December 31, 2022 Detail of acquisitions: Assets acquired: Cash $ 249 $ 1,365 Receivables 211 10,794 Mitigation bank credit inventory — 6,351 Operating supplies 1,538 48 Prepaid expense 149 126 Equipment 5,208 2,309 Deposits and other 2,649 412 Intangible assets 6,233 10,569 Goodwill 13,441 14,255 Liabilities assumed (5,856) (15,592) Debt issued for purchases of businesses (5,572) (7,445) Cash paid $ 18,250 $ 23,192 |
Investments, Debt and Equity _2
Investments, Debt and Equity Securities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-sale Securities Reconciliation | The following table summarizes available-for-sale debt securities held at September 30, 2023 and December 31, 2022 by asset type: Available-For-Sale Debt Securities Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value September 30, 2023 Fixed maturity: United States Government and agency securities $ 40,123 $ 262 $ (295) $ 40,090 Corporate notes and bonds 577 — (57) 520 Total available-for-sale debt securities $ 40,700 $ 262 $ (352) $ 40,610 December 31, 2022 Fixed maturity: United States Government and agency securities $ 25,485 $ 84 $ (315) $ 25,254 Corporate notes and bonds 315 — (51) 264 Total available-for-sale debt securities $ 25,800 $ 84 $ (366) $ 25,518 |
Investments Classified by Contractual Maturity Date | The net carrying values of available-for-sale debt securities at September 30, 2023 by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties. Amortized Cost Fair Value Due: Less than one year $ 21,037 $ 21,267 One year through five years 17,335 17,210 Six years through ten years 534 492 After ten years 1,794 1,641 Total $ 40,700 $ 40,610 |
Identified Intangible Assets _2
Identified Intangible Assets and Goodwill, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of identified intangible assets and goodwill, net [Table Text Block] | The carrying amounts of the identified intangible assets and goodwill acquired in connection with our acquisitions were as follows: September 30, 2023 December 31, 2022 Carrying Accumulated Carrying Accumulated Amortized intangible assets: Customer lists/relationships $ 40,927 $ 28,437 $ 36,745 $ 26,243 Employment-related 12,850 9,714 12,242 8,931 Tradenames 12,684 7,870 12,219 7,083 Amortized intangible assets 66,461 $ 46,021 61,206 $ 42,257 Less accumulated amortization 46,021 42,257 Identified intangible assets, net $ 20,440 $ 18,949 Goodwill $ 80,924 $ 70,107 |
Schedule of Goodwill [Table Text Block] | The changes in the carrying amounts of goodwill, by segment, for the nine months ended September 30, 2023 and the year ended December 31, 2022 were as follows: Balance at January 1, 2023 Acquisitions Translation Balance at September 30, 2023 Utility $ 4,941 $ — $ — $ 4,941 Residential and Commercial 65,166 13,441 (2,624) 75,983 Total $ 70,107 $ 13,441 $ (2,624) $ 80,924 Balance at January 1, 2022 Acquisitions Translation Balance at December 31, 2022 Utility $ 4,911 $ 30 $ — $ 4,941 Residential and Commercial 51,069 14,225 (128) 65,166 Total $ 55,980 $ 14,255 $ (128) $ 70,107 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The estimated future aggregate amortization expense of intangible assets, as of September 30, 2023, was as follows: Estimated Future Remaining three months of 2023 $ 1,231 2024 4,960 2025 4,174 2026 3,335 2027 2,809 2028 1,965 Thereafter 1,966 $ 20,440 |
Long-Term Debt and Commitment_2
Long-Term Debt and Commitments Related to Letters of Credit (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt [Table Text Block] | Our long-term debt consisted of the following: September 30, December 31, Revolving credit facility: Swing-line borrowings $ 26,262 $ 25,433 SOFR borrowings 180,000 125,000 206,262 150,433 Senior unsecured notes: 3.99% Senior unsecured notes 50,000 50,000 4.00% Senior unsecured notes 25,000 25,000 75,000 75,000 Term loans 42,284 29,680 323,546 255,113 Less debt issuance costs 404 519 Less current portion 48,875 23,826 $ 274,267 $ 230,768 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of assets and liabilities, leases [Table Text Block] | The following table summarizes the amounts recognized in our Condensed Consolidated Balance Sheet related to leases: Condensed Consolidated Balance Sheet September 30, December 31, Assets Operating lease assets Right-of-use assets - operating leases $ 108,149 $ 104,612 Finance lease assets Property and equipment, net 15,102 12,948 Total lease assets $ 123,251 $ 117,560 Liabilities Current operating lease liabilities Other current liabilities $ 37,972 $ 34,652 Non-current operating lease liabilities Lease liabilities - operating leases 69,748 68,878 Total operating lease liabilities 107,720 103,530 Current portion of finance lease liabilities Current portion of long-term debt and finance lease liabilities 4,096 3,046 Non-current finance lease liabilities Lease liabilities - finance leases 10,538 9,481 Total finance lease liabilities 14,634 12,527 Total lease liabilities $ 122,354 $ 116,057 |
Income and expenses, lessee [Table Text Block] | The components of lease cost recognized within our Condensed Consolidated Statements of Operations were as follows: Three Months Ended Nine Months Ended Condensed Consolidated Statements September 30, October 1, September 30, October 1, Operating lease cost Operating expense $ 8,028 $ 6,649 $ 23,642 $ 19,095 Operating lease cost Selling expense 3,258 2,926 9,665 8,492 Operating lease cost General and administrative expense 260 304 925 883 Finance lease cost: Amortization of right-of-use assets Depreciation and amortization 1,123 889 2,965 2,334 Interest expense on lease liabilities Interest expense 123 74 324 196 Other lease cost (1) Operating expense 2,619 1,271 5,443 3,613 Other lease cost (1) Selling expense 485 235 1,467 1,059 Other lease cost (1) General and administrative expense 4 27 78 59 Total lease cost $ 15,900 $ 12,375 $ 44,509 $ 35,731 (1) Other lease cost includes short-term lease costs and variable lease costs. |
Supplemental cash flow information, leases [Table Text Block] | Supplemental Cash Flow Information Related to Leases Nine Months Ended September 30, October 1, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (33,546) $ (29,194) Operating cash flows from finance leases (325) (196) Financing cash flows from finance leases (2,943) (2,313) Right-of-use assets obtained in exchange for lease obligations: Operating leases 35,666 38,403 Finance leases 5,231 3,910 |
Finance and operating lease, liability, maturity [Table Text Block] | Maturity Analysis of Lease Liabilities As of September 30, 2023 Operating Finance Remaining three months of 2023 $ 11,126 $ 1,043 2024 39,410 4,516 2025 30,295 3,879 2026 18,295 3,034 2027 10,633 1,765 2028 3,599 608 Thereafter 2,552 1,074 Total lease payments 115,910 15,919 Less interest 8,190 1,285 Total $ 107,720 $ 14,634 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock-based compensation expense under all share-based payment plans [Table Text Block] | Stock-based compensation expense under all share-based payment plans -- our Employee Stock Purchase Plan, stock option plans, stock-settled stock appreciation rights (“SSARs”) and restricted stock units (“RSUs”) -- was included in the results of operations as follows: Three Months Ended Nine Months Ended September 30, October 1, September 30, October 1, Compensation expense, all share-based payment plans $ 1,700 $ 1,658 $ 5,105 $ 5,244 |
Schedule of share-based compensation, restricted stock units award activity [Table Text Block] | The following table summarizes PRSUs and RSUs as of September 30, 2023. Restricted Stock Units Number Weighted- Weighted- Unrecognized Aggregate Unvested, January 1, 2023 766,267 $ 14.95 Granted 238,918 18.29 Forfeited — — Vested (71,342) 12.18 Unvested, September 30, 2023 933,843 $ 16.02 1.5 years $ 6,963 $ 19,424 Employee PRSUs 885,572 $ 15.97 1.5 years $ 6,523 $ 18,420 Nonemployee Director RSUs 48,271 $ 16.79 1.6 years $ 440 $ 1,004 |
Schedule of share-based payment award, stock options, valuation assumptions [Table Text Block] | The fair values of stock-based awards granted were estimated at the dates of grant with the following weighted-average assumptions. Nine Months Ended September 30, October 1, Volatility rate 9.6 % 9.7 % Risk-free interest rate 4.1 % 1.7 % Expected dividend yield .4 % .4 % Expected life of awards (years) 3.0 3.0 |
Schedule of share-based compensation, stock options activity [Table Text Block] | The following table summarizes activity under the stock option plans for the nine months ended September 30, 2023. Stock Options Number Weighted- Weighted- Aggregate Outstanding, January 1, 2023 2,072,949 $ 8.59 Granted — — Exercised (206,253) 6.72 Forfeited (120,800) 5.80 Outstanding, September 30, 2023 1,745,896 $ 9.01 3.6 years $ 20,584 Exercisable, September 30, 2023 1,545,520 $ 8.67 3.3 years $ 18,747 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of other comprehensive income (loss) [Table Text Block] | The following summarizes the components of other comprehensive income (loss) accumulated in shareholders’ equity for the three and nine months ended September 30, 2023 and October 1, 2022: Three Months Ended September 30, 2023 Foreign Available for Sale Securities Defined Accumulated Balance at July 1, 2023 $ (4,915) $ (340) $ 122 $ (5,133) Other comprehensive income (loss) before reclassifications Translation adjustment $ (515) $ — $ — $ (515) Unrealized gains — 3 — 3 Amounts reclassified from accumulated other comprehensive income (loss) — — — — Tax effect — (1) — (1) Net of tax amount (515) 2 — (513) Balance at September 30, 2023 $ (5,430) $ (338) $ 122 $ (5,646) Three Months Ended October 1, 2022 Foreign Available-for-Sale Securities Defined Accumulated Balance at July 2, 2022 $ (4,175) $ (181) $ (473) $ (4,829) Other comprehensive income (loss) before reclassifications Translation adjustment $ (1,934) $ — $ — $ (1,934) Unrealized losses — (113) — (113) Amounts reclassified from accumulated other comprehensive income (loss) — (11) 30 19 Tax effect — 26 (8) 18 Net of tax amount (1,934) (98) 22 (2,010) Balance at October 1, 2022 $ (6,109) $ (279) $ (451) $ (6,839) Nine Months Ended September 30, 2023 Foreign Available-for-Sale Securities Defined Accumulated Balance at January 1, 2023 $ (5,511) $ (199) $ 122 $ (5,588) Other comprehensive income (loss) before reclassifications Translation adjustment $ 81 $ — $ — $ 81 Unrealized losses — (156) — (156) Amounts reclassified from accumulated other comprehensive income (loss) — (19) — (19) Tax effect — 36 — 36 Net of tax amount 81 (139) — (58) Balance at September 30, 2023 $ (5,430) $ (338) $ 122 $ (5,646) Nine Months Ended October 1, 2022 Foreign Available-for-Sale Securities Defined Accumulated Balance at January 1, 2022 $ (3,654) $ — $ (519) $ (4,173) Other comprehensive income (loss) before reclassifications Translation adjustment $ (2,455) $ — $ — $ (2,455) Unrealized losses — (350) — (350) Amounts reclassified from accumulated other comprehensive income (loss) — (3) 92 89 Tax effect — 74 (24) 50 Net of tax amount (2,455) (279) 68 (2,666) Balance at October 1, 2022 $ (6,109) $ (279) $ (451) $ (6,839) |
Per Share Amounts and Common _2
Per Share Amounts and Common Shares Outstanding (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of earnings per share, basic and diluted [Table Text Block] | The per share amounts were computed as follows: Three Months Ended Nine Months Ended September 30, October 1, September 30, October 1, Income available to common shareholders: Net income $ 20,697 $ 20,464 $ 58,736 $ 49,031 Weighted-average shares (in thousands): Basic: Outstanding 42,809 43,920 42,452 44,194 Partially-paid share subscriptions 314 228 942 228 Basic weighted-average shares 43,123 44,148 43,394 44,422 Diluted: Basic from above 43,123 44,148 43,394 44,422 Incremental shares from assumed: Exercise of stock subscription purchase rights 38 — 38 — Exercise of stock options and awards 2,025 2,257 2,068 2,297 Diluted weighted-average shares 45,186 46,405 45,501 46,719 Net income per share: Basic $ .48 $ .46 $ 1.35 $ 1.10 Diluted $ .46 $ .44 $ 1.29 $ 1.05 |
Schedule of common and redeemable shares outstanding [Table Text Block] | A summary of the activity of the common and redeemable shares outstanding for the nine months ended September 30, 2023 was as follows: Common Redeemable Total Shares outstanding at January 1, 2023 33,529,474 9,188,010 42,717,484 Shares purchased (1,641,224) (974,395) (2,615,619) Shares sold 789,553 514,397 1,303,950 Stock subscription offering -- cash purchases 12,336 — 12,336 Options and awards exercised 513,305 — 513,305 Shares outstanding at September 30, 2023 33,203,444 8,728,012 41,931,456 |
Operations by Business Segment
Operations by Business Segment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information, by segment [Table Text Block] | Segment information reconciled to the condensed consolidated financial statements was as follows: Utility Residential All Reconciling Consolidated Three Months Ended September 30, 2023 Revenues $ 247,478 $ 201,753 $ 1,403 $ — $ 450,634 Income (loss) from operations 17,656 24,398 (4,188) (1,629) (a) 36,237 Interest expense (4,751) (4,751) Interest income 502 502 Other income (expense), net (2,890) (2,890) Income before income taxes $ 29,098 Segment assets, total $ 372,114 $ 368,062 $ — $ 526,377 (b) $ 1,266,553 Three Months Ended October 1, 2022 Revenues $ 217,305 $ 180,706 $ 934 $ — $ 398,945 Income (loss) from operations 16,790 21,204 (4,033) (948) (a) 33,013 Interest expense (2,164) (2,164) Interest income 303 303 Other income (expense), net (3,371) (3,371) Income before income taxes $ 27,781 Segment assets, total $ 331,393 $ 305,216 $ — $ 263,362 (b) $ 899,971 Nine Months Ended September 30, 2023 Revenues $ 700,378 $ 563,942 $ 2,854 $ — $ 1,267,174 Income (loss) from operations 51,197 61,312 (11,439) (3,875) (a) 97,195 Interest expense (13,588) (13,588) Interest income 1,329 1,329 Other income (expense), net (4,365) (4,365) Income before income taxes $ 80,571 Segment assets, total $ 372,114 $ 368,062 $ — $ 526,377 (b) $ 1,266,553 Nine Months Ended October 1, 2022 Revenues $ 637,900 $ 504,064 $ 1,584 $ — $ 1,143,548 Income (loss) from operations 49,260 50,759 (14,852) (5,665) (a) 79,502 Interest expense (5,312) (5,312) Interest income 489 489 Other income (expense), net (8,241) (8,241) Income before income taxes $ 66,438 Segment assets, total $ 331,393 $ 305,216 $ — $ 263,362 (b) $ 899,971 Reconciling adjustments from segment reporting to the condensed consolidated financial statements 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. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue Recognition [Abstract] | |
Disaggregation of revenue [Table Text Block] | The following tables disaggregate our revenue for the three and nine months ended September 30, 2023 and October 1, 2022 by major sources: Three Months Ended September 30, 2023 Utility Residential All Other Consolidated Type of service: Tree and plant care $ 147,125 $ 110,487 $ (202) $ 257,410 Grounds maintenance — 50,603 — 50,603 Storm damage services 5,192 4,240 — 9,432 Consulting and other 95,161 36,423 1,605 133,189 Total revenues $ 247,478 $ 201,753 $ 1,403 $ 450,634 Geography: United States $ 229,046 $ 189,044 $ 1,403 $ 419,493 Canada 18,432 12,709 — 31,141 Total revenues $ 247,478 $ 201,753 $ 1,403 $ 450,634 Three Months Ended October 1, 2022 Utility Residential All Other Consolidated Type of service: Tree and plant care $ 138,112 $ 105,108 $ (28) $ 243,192 Grounds maintenance — 46,056 — 46,056 Storm damage services 7,004 2,564 — 9,568 Consulting and other 72,189 26,978 962 100,129 Total revenues $ 217,305 $ 180,706 $ 934 $ 398,945 Geography: United States $ 207,004 $ 168,405 $ 934 $ 376,343 Canada 10,301 12,301 — 22,602 Total revenues $ 217,305 $ 180,706 $ 934 $ 398,945 Nine Months Ended September 30, 2023 Utility Residential All Other Consolidated Type of service: Tree and plant care $ 425,701 $ 309,558 $ (344) $ 734,915 Grounds maintenance — 138,451 — 138,451 Storm damage services 11,340 12,446 — 23,786 Consulting and other 263,337 103,487 3,198 370,022 Total revenues $ 700,378 $ 563,942 $ 2,854 $ 1,267,174 Geography: United States $ 658,021 $ 529,540 $ 2,854 $ 1,190,415 Canada 42,357 34,402 — 76,759 Total revenues $ 700,378 $ 563,942 $ 2,854 $ 1,267,174 Nine Months Ended October 1, 2022 Utility Residential All Other Consolidated Type of service: Tree and plant care $ 420,791 $ 294,206 $ (155) $ 714,842 Grounds maintenance — 128,114 — 128,114 Storm damage services 10,136 6,162 — 16,298 Consulting and other 206,973 75,582 1,739 284,294 Total revenues $ 637,900 $ 504,064 $ 1,584 $ 1,143,548 Geography: United States $ 608,411 $ 469,042 $ 1,584 $ 1,079,037 Canada 29,489 35,022 — 64,511 Total revenues $ 637,900 $ 504,064 $ 1,584 $ 1,143,548 |
Contract with customer, asset and liability [Table Text Block] | Net contract liabilities consisted of the following: September 30, December 31, Contract liabilities - current $ 2,584 $ 3,723 Contract liabilities - noncurrent 3,044 4,145 Net contract liabilities $ 5,628 $ 7,868 |
Fair Value Measurements and F_2
Fair Value Measurements and Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Assets and liabilities measured at fair value on a recurring basis [Table Text Block] | Our assets and liabilities measured at fair value on a recurring basis at September 30, 2023 were as follows: Fair Value Measurements at September 30, 2023 Using: Assets and Liabilities Recorded at Total Carrying Value at September 30, 2023 Quoted Significant Significant Assets: Assets invested for self-insurance Certificates of deposits, current $ 2,359 $ 2,359 $ — $ — Certificates of deposits, noncurrent 4,750 4,750 — — Available-for-sale debt securities: United States Government and agency securities 40,090 40,090 — — Corporate notes and bonds 520 520 — — Total available-for-sale debt securities 40,610 40,610 — — Marketable equity securities: Mutual funds 5,558 5,558 — — Corporate stocks 3,385 3,385 — — Exchange traded funds 1,333 1,333 — — Total marketable equity securities 10,276 10,276 — — Liabilities: Deferred compensation $ 1,488 $ — $ — $ 1,488 Our assets and liabilities measured at fair value on a recurring basis at December 31, 2022 were as follows: Fair Value Measurements at December 31, 2022 Using: Assets and Liabilities Recorded at Total Carrying Value at December 31, 2022 Quoted Significant Significant Assets: Assets invested for self-insurance Certificates of deposits, current $ 3,750 $ 3,750 $ — $ — Certificates of deposits, noncurrent 6,359 6,359 — — Available-for-sale debt securities: United States Government and agency securities 25,254 25,254 — — Corporate notes and bonds 264 264 — — Total available-for-sale debt securities 25,518 25,518 — — Marketable equity securities: Mutual funds 13,873 13,873 — — Corporate stocks 3,007 3,007 — — Exchange traded funds 1,230 1,230 — — Total marketable equity securities 18,110 18,110 — — Liabilities: Deferred compensation $ 4,597 $ — $ 4,597 $ — |
Financial instruments recorded at historical carrying value [Table Text Block] | Financial instruments classified as noncurrent assets and liabilities and their carrying values and fair values were as follows: September 30, 2023 December 31, 2022 Carrying Fair Carrying Fair Assets: Available-for-sale debt securities $ 40,610 $ 40,610 $ 25,518 $ 25,518 Marketable equity securities 10,276 10,276 18,110 18,110 Liabilities: Revolving credit facility, noncurrent $ 206,262 $ 206,262 $ 150,433 $ 150,433 Senior unsecured notes, noncurrent 60,000 57,335 75,000 74,968 Term loans, noncurrent 8,409 8,420 5,854 5,610 Total $ 274,671 $ 272,017 $ 231,287 $ 231,011 |
Accounts Receivable, Net and _3
Accounts Receivable, Net and Supplemental Balance-Sheet Information (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts receivable, net | ||
Accounts receivable | $ 258,569 | $ 242,427 |
Unbilled receivables(1) | 110,576 | 82,605 |
Accounts receivable, gross | 369,145 | 325,032 |
Less allowances for credit losses | 2,156 | 3,222 |
Accounts receivable, net | 366,989 | 321,810 |
Other current assets | ||
Refundable income taxes | 381 | 14 |
Prepaid expenses | 46,298 | 32,080 |
Mitigation bank credit inventory | 27,573 | 6,351 |
Assets invested for self-insurance | 20,658 | 24,828 |
Other Receivables, Gross, Current | 14,264 | 18,283 |
Other | 5,518 | 2,396 |
Total | 114,692 | 83,952 |
Property, Plant and Equipment, Net [Abstract] | ||
Land and Land Improvements | 25,798 | 26,023 |
Buildings and leasehold improvements | 92,861 | 80,768 |
Equipment | 674,020 | 663,207 |
Property, Plant and Equipment, Gross | 792,679 | 769,998 |
Less accumulated depreciation | 497,136 | 501,459 |
Property and equipment, net | 295,543 | 268,539 |
Other Assets, Noncurrent [Abstract] | ||
Investment--cost-method affiliate | 933 | 1,258 |
Deferred income taxes | 4,602 | 6,828 |
Cloud computing arrangements | 474 | 2,652 |
Loss Contingency, Receivable | 200,000 | 7,500 |
Other | 4,900 | 4,603 |
Other assets | 210,909 | 22,841 |
Accrued expenses | ||
Employee compensation | 36,118 | 35,536 |
Accrued compensated absences | 14,827 | 13,034 |
Self-insured medical claims | 2,573 | 2,806 |
Income tax payable | 8,174 | 6,573 |
Customer advances, deposits | 2,148 | 7,736 |
Taxes, other than income | 2,386 | 5,764 |
Other | 5,549 | 6,005 |
Total | 71,775 | 77,454 |
Other current liabilities | ||
Other Sundry Liabilities, Current | 6,106 | 0 |
Current operating lease liabilities | 37,972 | 34,652 |
Current portion of long-term debt | 48,875 | 23,826 |
Self-insurance accruals | 54,486 | 56,221 |
Total | 98,564 | 90,873 |
Other noncurrent liabilities | ||
Non-qualified retirement plans | 5,465 | 8,336 |
Estimated Litigation Liability, Noncurrent | 200,000 | 7,500 |
Other | 7,553 | 8,184 |
Other noncurrent liabilities | $ 213,018 | $ 24,020 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 01, 2023 | Jul. 02, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Payments to Acquire Businesses, Gross | $ 18,250 | $ 23,192 | ||
Debt issued for purchases of businesses | $ (7,445) | (5,572) | (7,445) | |
Cash | 249 | 1,365 | ||
Receivables | 211 | 10,794 | ||
Operating supplies | 0 | 6,351 | ||
Prepaid expense | 149 | 126 | ||
Equipment | 5,208 | 2,309 | ||
Deposits and other | 2,649 | 412 | ||
Intangible assets | 6,233 | 10,569 | ||
Goodwill | $ 14,255 | 13,441 | 14,255 | |
Liabilities assumed | 5,856 | 15,592 | ||
business combination recognized identifiable assets acquired and liabilities assumed operating supplies | $ 1,538 | $ 48 | ||
Tradenames [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||
Customer lists [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||
Noncompete Agreements [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years |
Investments, Debt and Equity _3
Investments, Debt and Equity Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Debt securities, svailable-for-sale, amortized cost | $ 40,700 | $ 25,800 |
Debt securities, available-for-sale, gross unrealized gains | 262 | 84 |
Debt securities, available-for-sale, gross unrealized losses | (352) | (366) |
Available-for-sale debt securities: | 40,610 | 25,518 |
Less than one year | 21,037 | |
Less than one year | 21,267 | |
One year through five years | 17,335 | |
One year through five years | 17,210 | |
Six years through ten years | 534 | |
Six years through ten years | 492 | |
After ten years | 1,794 | |
After ten years | 1,641 | |
Total | 40,700 | |
Total | 40,610 | |
Marketable equity securities: | 10,276 | 18,110 |
United States Government and agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt securities, svailable-for-sale, amortized cost | 40,123 | 25,485 |
Debt securities, available-for-sale, gross unrealized gains | 262 | 84 |
Debt securities, available-for-sale, gross unrealized losses | (295) | (315) |
Available-for-sale debt securities: | 40,090 | 25,254 |
Corporate notes and bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt securities, svailable-for-sale, amortized cost | 577 | 315 |
Debt securities, available-for-sale, gross unrealized gains | 0 | 0 |
Debt securities, available-for-sale, gross unrealized losses | (57) | (51) |
Available-for-sale debt securities: | $ 520 | $ 264 |
Identified Intangible Assets _3
Identified Intangible Assets and Goodwill, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | |||
Identified intangible assets, gross | $ 66,461 | $ 61,206 | |
Accumulated amortization | 46,021 | 42,257 | |
Identified intangible assets, net | 20,440 | 18,949 | |
Goodwill | 80,924 | 70,107 | $ 55,980 |
Customer lists/relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Identified intangible assets, gross | 40,927 | 36,745 | |
Accumulated amortization | 28,437 | 26,243 | |
Employment-related [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Identified intangible assets, gross | 12,850 | 12,242 | |
Accumulated amortization | 9,714 | 8,931 | |
Tradenames [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Identified intangible assets, gross | 12,684 | 12,219 | |
Accumulated amortization | $ 7,870 | $ 7,083 |
Identified Intangible Assets _4
Identified Intangible Assets and Goodwill, Net Schedule of Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jul. 02, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | |||
Goodwill | $ 55,980 | $ 70,107 | $ 55,980 |
Goodwill, acquisitions | 14,255 | 13,441 | 14,255 |
Goodwill, translation and other adjustments | (128) | (2,624) | |
Goodwill | 80,924 | 70,107 | |
Remaining three months of 2023 | 1,231 | ||
Finite-Lived Intangible Asset, Expected Amortization, Year One | 4,960 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 4,174 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 3,335 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 2,809 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 1,965 | ||
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 1,966 | ||
Intangible assets, net | 20,440 | 18,949 | |
Utility | |||
Goodwill [Line Items] | |||
Goodwill | 4,911 | 4,941 | 4,911 |
Goodwill, acquisitions | 30 | 0 | |
Goodwill, translation and other adjustments | 0 | 0 | |
Goodwill | 4,941 | 4,941 | |
Residential and commercial | |||
Goodwill [Line Items] | |||
Goodwill | 51,069 | 65,166 | 51,069 |
Goodwill, acquisitions | 14,225 | 13,441 | |
Goodwill, translation and other adjustments | $ (128) | (2,624) | |
Goodwill | $ 75,983 | $ 65,166 |
Long-Term Debt and Commitment_3
Long-Term Debt and Commitments Related to Letters of Credit Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Revolving credit facility, noncurrent | $ 206,262 | $ 150,433 |
Term loans | 42,284 | 29,680 |
Long-term debt | 323,546 | 255,113 |
Less debt issuance costs | 404 | 519 |
Less current portion | 48,875 | 23,826 |
Long-term debt, excluding current maturities | 274,267 | 230,768 |
Revolving credit facility, maximum borrowing capacity | 425,000 | |
Letter of credit [Member] | ||
Revolving credit facility, maximum borrowing capacity | 150,000 | |
Swing-line borrowings [Member] | ||
Revolving credit facility, noncurrent | 26,262 | 25,433 |
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||
Revolving credit facility, noncurrent | 180,000 | 125,000 |
Unsecured debt [Member] | ||
Senior unsecured notes | 75,000 | 75,000 |
Unsecured debt additional shelf note capacity | 75,000 | |
3.99% Senior unsecured notes [Member] | ||
Senior unsecured notes | 50,000 | 50,000 |
4.00% Senior unsecured notes [Member] | ||
Senior unsecured notes | 25,000 | $ 25,000 |
Unsecured debt additional shelf note capacity | $ 25,000 |
Long-Term Debt and Commitment_4
Long-Term Debt and Commitments Related to Letters of Credit (Narrative) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||
Revolving credit facility, current borrowing capacity | $ 325,000 | |
Revolving credit facility, maximum borrowing capacity | 425,000 | |
Unused commitments under credit facility | 116,114 | |
Revolving credit facility borrowings | $ 206,262 | $ 150,433 |
Number of principal payments | 5 | |
Long-term debt, maturities, repayments of principal in next twelve months | $ 11,244 | |
Long-Term Debt, Maturity, Year One | 39,921 | |
Long-term debt, maturities, repayments of principal in year two | 19,404 | |
Long-term debt, maturities, repayments of principal in year three | 222,977 | |
Long-term debt, maturities, repayments of principal in year four | 15,000 | |
Long-term debt, maturities, repayments of principal in year five | $ 15,000 | |
Anniversary when principal payments begin | 6 | |
Line of Credit Facility, Remaining Borrowing Capacity | $ 8,729 | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility, unused capacity, commitment fee percentage | 0.10% | |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility, unused capacity, commitment fee percentage | 0.225% | |
Maximum [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Line of credit [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings interest rate margin adjustment, range | 1.86% | |
Swing-line borrowings [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit facility, current borrowing capacity | $ 30,000 | |
Revolving credit facility borrowings | $ 26,262 | 25,433 |
Revolving credit facility [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Interest coverage ratio | 3 | |
Revolving credit facility [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Ratio of Indebtedness to Net Capital | 3 | |
3.99% Senior unsecured notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.99% | |
Debt Instrument, Face Amount | $ 50,000 | |
Senior unsecured notes | $ 50,000 | 50,000 |
4.00% Senior unsecured notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 4% | |
Unsecured debt additional shelf note capacity | $ 25,000 | |
Senior unsecured notes | 25,000 | 25,000 |
Unsecured debt [Member] | ||
Debt Instrument [Line Items] | ||
Unsecured debt additional shelf note capacity | 75,000 | |
Debt Instrument, Face Amount | 75,000 | |
Senior unsecured notes | 75,000 | 75,000 |
Unsecured debt, current borrowing capacity | $ 150,000 | |
Accounts receivable securitization [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 0.90% | |
Unused commitment fee threshold percent | 0.50 | |
Debt instrument variable rate base rate calculation, default rate | 2% | |
Accounts receivable securitization [Member] | Base Rate, Federal Funds [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings interest rate margin adjustment, range | 0.50% | |
Accounts receivable securitization [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings interest rate margin adjustment, range | 0.10% | |
Outstanding borrowings, interest rate adjustment (Decrease) | 1% | |
Line of credit [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility amount committed | $ 208,886 | |
Line of credit facility amount committed | $ 208,886 | |
Line of credit [Member] | Base Rate, Federal Funds [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings interest rate margin adjustment, range | 0.50% | |
Line of credit [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings interest rate margin adjustment, range | 1.50% | |
Line of credit [Member] | Minimum [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings interest rate margin adjustment, range | 0.875% | |
Line of credit [Member] | Maximum [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings interest rate margin adjustment, range | 1.50% | |
Letter of credit [Member] | ||
Debt Instrument [Line Items] | ||
Letters of credit issued | $ 94,695 | 94,435 |
Letter of credit [Member] | Revolving credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Letters of credit issued | 2,624 | 2,624 |
Letter of credit [Member] | Accounts receivable securitization [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit facility, current borrowing capacity | 100,000 | 100,000 |
Revolving credit facility, maximum borrowing capacity | 150,000 | |
Letters of credit issued | $ 89,689 | 89,689 |
Debt instrument, term | 1 year | |
Letter of credit [Member] | Accounts receivable securitization [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility, unused capacity, commitment fee percentage | 0.35% | |
Letter of credit [Member] | Accounts receivable securitization [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility, unused capacity, commitment fee percentage | 0.45% | |
Letter of credit [Member] | Line of credit [Member] | ||
Debt Instrument [Line Items] | ||
Letters of credit issued | $ 2,382 | $ 2,122 |
Letter of credit [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit facility, maximum borrowing capacity | 150,000 | |
Line of credit [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit facility, current borrowing capacity | 11,111 | |
Revolving credit facility borrowings | $ 0 |
Leases Assets and liabilities (
Leases Assets and liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets and Liabilities, Lessee [Abstract] | ||
Operating lease assets | $ 108,149 | $ 104,612 |
Finance lease assets | 15,102 | 12,948 |
Total lease assets | 123,251 | 117,560 |
Current operating lease liabilities | 37,972 | 34,652 |
Non-current operating lease liabilities | 69,748 | 68,878 |
Total operating lease liabilities | 107,720 | 103,530 |
Current portion of finance lease liabilities | 4,096 | 3,046 |
Non-current finance lease liabilities | 10,538 | 9,481 |
Total finance lease liabilities | 14,634 | 12,527 |
Total lease liabilities | $ 122,354 | $ 116,057 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Income and expenses, lessee [Line Items] | ||||
Finance lease cost, amortization of right-of-use asset | $ 1,123 | $ 889 | $ 2,965 | $ 2,334 |
Finance lease cost, interest expense on lease liabilities | 123 | 74 | 324 | 196 |
Total lease cost | 15,900 | 12,375 | 44,509 | 35,731 |
Operating expense [Member] | ||||
Income and expenses, lessee [Line Items] | ||||
Operating lease cost | 8,028 | 6,649 | 23,642 | 19,095 |
Other lease cost | 2,619 | 1,271 | 5,443 | 3,613 |
Selling expense [Member] | ||||
Income and expenses, lessee [Line Items] | ||||
Operating lease cost | 3,258 | 2,926 | 9,665 | 8,492 |
Other lease cost | 485 | 235 | 1,467 | 1,059 |
General and administrative expense [Member] | ||||
Income and expenses, lessee [Line Items] | ||||
Operating lease cost | 260 | 304 | 925 | 883 |
Other lease cost | $ 4 | $ 27 | $ 78 | $ 59 |
Leases Remaining lease term (De
Leases Remaining lease term (Details) | Sep. 30, 2023 |
Leases [Abstract] | |
Operating leases, weighted average remaining lease term | 3 years 4 months 24 days |
Finance lease, weighted average remaining lease term | 4 years 2 months 12 days |
Leases Leases weighted average
Leases Leases weighted average discount rate (Details) | Sep. 30, 2023 |
Leases [Abstract] | |
Operating lease, weighted average discount rate, percent | 4.10% |
Finance lease, weighted average discount rate, percent | 3.72% |
Leases Supplemental cash flow i
Leases Supplemental cash flow information realted to leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Oct. 01, 2022 | |
Cash Flow, Operating Activities, Lessee [Abstract] | ||
Operating cash flows from operating leases | $ (33,546) | $ (29,194) |
Operating cash flows from finance leases | (325) | (196) |
Cash Flow, Financing Activities, Lessee [Abstract] | ||
Financing cash flows from finance leases | (2,943) | (2,313) |
Lease, Cost [Abstract] | ||
Right-of-use asset obtained in exchange for lease obligations, operating leases | 35,666 | 38,403 |
Right-of-use asset obtained in exchange for lease obligations, finance leases | $ 5,231 | $ 3,910 |
Leases Maturity (Details)
Leases Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months | ||
Remaining three months of 2023 | $ 11,126 | |
2024 | 39,410 | |
2025 | 30,295 | |
2026 | 18,295 | |
2027 | 10,633 | |
2028 | 3,599 | |
Thereafter | 2,552 | |
Total lease payments | 115,910 | |
Less interest | 8,190 | |
Total | 107,720 | $ 103,530 |
Finance Lease, Liability, Payments, Due Next Twelve Months | ||
Remaining three months of 2023 | 1,043 | |
2024 | 4,516 | |
2025 | 3,879 | |
2026 | 3,034 | |
2027 | 1,765 | |
2028 | 608 | |
Thereafter | 1,074 | |
Total lease payments | 15,919 | |
Less interest | 1,285 | |
Total | $ 14,634 | $ 12,527 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, percentage of outstanding stock maximum | 5% | |||
Share-based compensation arrangement by share-based payment award, percentage of outstanding and available for grant, maximum | 10% | |||
Compensation expense, share-based payment plans | $ 1,700 | $ 1,658 | $ 5,105 | $ 5,244 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||
Volatility rate | 9.60% | 9.70% | ||
Risk-free interest rate | 4.10% | 1.70% | ||
Expected dividend yield | 0.40% | 0.40% | ||
Expected life of awards (years) | 3 years | 3 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Exercisable, ending balance | 1,545,520 | 1,545,520 | ||
Stock option plans [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense, share-based payment plans | $ 173 | $ 289 | ||
Stock options awarded, term (years) | 10 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Outstanding, beginning balance | 2,072,949 | |||
Granted | 0 | |||
Exercised | (206,253) | |||
Forfeited | (120,800) | |||
Outstanding, ending balance | 1,745,896 | 1,745,896 | ||
Exercisable, ending balance | 1,545,520 | 1,545,520 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Outstanding, weighted average exercise price, beginning balance | $ 8.59 | |||
Granted, weighted average exercise price | 0 | |||
Exercised, weighted average exercise price | 6.72 | |||
Forfeited, weighted average exercise price | 5.80 | |||
Outstanding, weighted average exercise price, ending balance | $ 9.01 | 9.01 | ||
Exercisable, weighted average exercise price, ending balance | $ 8.67 | $ 8.67 | ||
Outstanding, weighted average remaining contractual life (years) | 3 years 7 months 6 days | |||
Exercisable, weighted average remaining contractual life (years) | 3 years 3 months 18 days | |||
Outstanding, aggregate intrinsic value | $ 20,584 | $ 20,584 | ||
Exercisable, aggregate intrinsic value | 18,747 | 18,747 | ||
Outstanding, unrecognized compensation cost | $ 198 | $ 198 | ||
Employee service share-based compensation, nonvested awards, total compensation cost not yet recognized, period for recognition | 1 year 1 month 6 days | |||
Stock-settled stock appreciation rights (SSARs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense, share-based payment plans | $ 0 | 65 | ||
Restricted stock units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense, share-based payment plans | $ 3,594 | 3,510 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | ||||
Unvested, beginning balance | 766,267 | |||
Granted | 238,918 | |||
Forfeited | 0 | |||
Vested | (71,342) | |||
Unvested, ending balance | 933,843 | 933,843 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||
Unvested, weighted average award date value, beginning balance | $ 14.95 | |||
Granted, weighted average award date value | 18.29 | |||
Forfeited, weighted average award date value | 0 | |||
Vested, weighted average award date value | 12.18 | |||
Unvested, weighted average award date value, ending balance | $ 16.02 | $ 16.02 | ||
Weighted average remaining contractual life (years) | 1 year 6 months | |||
Unrecognized compensation cost | $ 6,963 | $ 6,963 | ||
Aggregate intrinsic value | $ 19,424 | $ 19,424 | ||
Employee PRSUs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | ||||
Granted | 224,540 | |||
Unvested, ending balance | 885,572 | 885,572 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||
Unvested, weighted average award date value, ending balance | $ 15.97 | $ 15.97 | ||
Weighted average remaining contractual life (years) | 1 year 6 months | |||
Unrecognized compensation cost | $ 6,523 | $ 6,523 | ||
Aggregate intrinsic value | $ 18,420 | $ 18,420 | ||
Nonemployee Director RSUs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | ||||
Granted | 14,378 | |||
Unvested, ending balance | 48,271 | 48,271 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||
Unvested, weighted average award date value, ending balance | $ 16.79 | $ 16.79 | ||
Weighted average remaining contractual life (years) | 1 year 7 months 6 days | |||
Unrecognized compensation cost | $ 440 | $ 440 | ||
Aggregate intrinsic value | $ 1,004 | 1,004 | ||
The Davey Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense, share-based payment plans | $ 1,338 | $ 1,380 | ||
Employee stock purchase plan, service period | 1 year | |||
Employee stock purchase plan, percentage of market price, purchase date | 85% | |||
Employee stock purchase plan, discount from market price, purchase date | 15% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Estimated annual effective tax rate | 27.40% | ||||
Effective income tax rate | 28.90% | 26.30% | 27.10% | 26.20% | |
Unrecognized tax benefits | $ 699 | $ 699 | $ 638 | ||
Unrecognized tax benefits that would impact effective tax rate | 371 | 371 | 311 | ||
Unrecognized tax benefits, interest on income taxes accrued | $ 56 | $ 56 | $ 53 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | $ (5,133) | $ (4,829) | $ (5,588) | $ (4,173) |
Unrealized gains (losses) | (515) | (1,934) | 81 | (2,455) |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 3 | (113) | (156) | (350) |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 19 | (19) | 89 |
Tax effect | (1) | 18 | 36 | 50 |
Net of tax amount | (513) | (2,010) | (58) | (2,666) |
Ending balance | (5,646) | (6,839) | (5,646) | (6,839) |
Foreign currency translation adjustments [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (4,915) | (4,175) | (5,511) | (3,654) |
Unrealized gains (losses) | (515) | (1,934) | 81 | (2,455) |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 0 | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | 0 | 0 |
Tax effect | 0 | 0 | 0 | 0 |
Net of tax amount | (515) | (1,934) | 81 | (2,455) |
Ending balance | (5,430) | (6,109) | (5,430) | (6,109) |
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-sale, Parent | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (340) | (181) | (199) | 0 |
Unrealized gains (losses) | 0 | 0 | 0 | 0 |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 3 | (113) | (156) | (350) |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | (11) | (19) | (3) |
Tax effect | (1) | 26 | 36 | 74 |
Net of tax amount | 2 | (98) | (139) | (279) |
Ending balance | (338) | (279) | (338) | (279) |
Defined benefit pension plans [member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | 122 | (473) | 122 | (519) |
Unrealized gains (losses) | 0 | 0 | 0 | 0 |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 0 | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 30 | 0 | 92 |
Tax effect | 0 | (8) | 0 | (24) |
Net of tax amount | 0 | 22 | 0 | 68 |
Ending balance | $ 122 | $ (451) | $ 122 | $ (451) |
Per Share Amounts and Common _3
Per Share Amounts and Common Shares Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Equity [Abstract] | ||||
Net income | $ 20,697 | $ 20,464 | $ 58,736 | $ 49,031 |
Weighted-average shares outstanding, basic | 42,809,000 | 43,920,000 | 42,452,000 | 44,194,000 |
Weighted-average shares, partially-paid share subscriptions | 314,000 | 228,000 | 942,000 | 228,000 |
Basic weighted average shares | 43,123,000 | 44,148,000 | 43,394,000 | 44,422,000 |
Incremental shares from assumed exercise of stock subscription purchase rights | 38,000 | 0 | 38,000 | 0 |
Incremental shares from assumed exercise of stock options and awards | 2,025,000 | 2,257,000 | 2,068,000 | 2,297,000 |
Diluted weighted-average shares | 45,186,000 | 46,405,000 | 45,501,000 | 46,719,000 |
Net income per share basic | $ 0.48 | $ 0.46 | $ 1.35 | $ 1.10 |
Net income per share diluted | $ 0.46 | $ 0.44 | $ 1.29 | $ 1.05 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Shares outstanding at January 1, 2023 | 42,717,484 | |||
Shares purchased | (2,615,619) | |||
Shares sold | 1,303,950 | |||
Stock subscription offering -- cash purchases | 12,336 | |||
Options and awards exercised | 513,305 | |||
Shares outstanding at September 30, 2023 | 41,931,456 | 41,931,456 | ||
Employee options exercisable | 1,545,520 | 1,545,520 | ||
Common stock, shares subscribed but unissued | 1,256,250 | 1,256,250 | ||
Purchase rights, outstanding | 462,473 | 462,473 | ||
Common shares, net of treasury shares [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Shares outstanding at January 1, 2023 | 33,529,474 | |||
Shares purchased | (1,641,224) | |||
Shares sold | 789,553 | |||
Stock subscription offering -- cash purchases | 12,336 | |||
Options and awards exercised | 513,305 | |||
Shares outstanding at September 30, 2023 | 33,203,444 | 33,203,444 | ||
Redeemable shares [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Shares outstanding at January 1, 2023 | 9,188,010 | |||
Shares purchased | (974,395) | |||
Shares sold | 514,397 | |||
Stock subscription offering -- cash purchases | 0 | |||
Options and awards exercised | 0 | |||
Shares outstanding at September 30, 2023 | 8,728,012 | 8,728,012 | ||
Stock option plans [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Employee options exercisable | 1,545,520 | 1,545,520 |
Per Share Amounts and Common _4
Per Share Amounts and Common Shares Outstanding Stock subscription (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Equity [Abstract] | |
Stock subscription offering, total number of shares offered | 2,666,667 |
Stock subscription offering, subscription price | $ / shares | $ 18.10 |
Stock subscription offering, number of shares subscribed | 1,476,250 |
stock subscription offering, value of shares subscribed | $ | $ 26,720,000 |
Stock subscription offering, minimum financed amount | $ | $ 5,000 |
Stock subscription offering, down payment | 10% |
Stock subscription offering, term (in years) | 7 years |
stock subscription offering, minimum interest rate offered | 0.0200 |
Stock subscription offering, interest rate | 3.15% |
Stock subscription offering, minimum amount to receive right | $ | $ 5,000 |
Stock subscription offering, number of shares purchased to receive one right | 3 |
Stock subscription offering, number of rights issued | 489,169 |
Stock subscription offering, right expiration term (in years) | 7 years |
Operations by Business Segmen_2
Operations by Business Segment (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 USD ($) | Oct. 01, 2022 USD ($) | Sep. 30, 2023 USD ($) | Oct. 01, 2022 USD ($) | Dec. 31, 2022 USD ($) | ||
Segment Reporting Information [Line Items] | ||||||
Number of reportable segments | 2 | |||||
Revenues | $ 450,634 | $ 398,945 | $ 1,267,174 | $ 1,143,548 | ||
Income (loss) from operations | 36,237 | 33,013 | 97,195 | 79,502 | ||
Interest expense | (4,751) | (2,164) | (13,588) | (5,312) | ||
Interest income | 502 | 303 | 1,329 | 489 | ||
Other income (expense), net | (2,890) | (3,371) | (4,365) | (8,241) | ||
Income before income taxes | 29,098 | 27,781 | 80,571 | 66,438 | ||
Segment assets, total | 1,266,553 | 899,971 | 1,266,553 | 899,971 | $ 956,221 | |
Utility | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 247,478 | 217,305 | 700,378 | 637,900 | ||
Income (loss) from operations | 17,656 | 16,790 | 51,197 | 49,260 | ||
Segment assets, total | 372,114 | 331,393 | 372,114 | 331,393 | ||
Residential and commercial | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 201,753 | 180,706 | 563,942 | 504,064 | ||
Income (loss) from operations | 24,398 | 21,204 | 61,312 | 50,759 | ||
Segment assets, total | 368,062 | 305,216 | 368,062 | 305,216 | ||
All other | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 1,403 | 934 | 2,854 | 1,584 | ||
Income (loss) from operations | (4,188) | (4,033) | (11,439) | (14,852) | ||
Segment assets, total | 0 | 0 | 0 | 0 | ||
Reconciling Adjustments | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 0 | 0 | 0 | 0 | ||
Income (loss) from operations | [1] | (1,629) | (948) | (3,875) | (5,665) | |
Interest expense | (4,751) | (2,164) | (13,588) | (5,312) | ||
Interest income | 502 | 303 | 1,329 | 489 | ||
Other income (expense), net | (2,890) | (3,371) | (4,365) | (8,241) | ||
Segment assets, total | [2] | $ 526,377 | $ 263,362 | $ 526,377 | $ 263,362 | |
[1]Reclassification of depreciation expense and allocation of corporate expenses[2]Corporate assets include cash, prepaid expenses, corporate facilities, enterprise-wide information systems and other nonoperating assets. |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | $ 450,634 | $ 398,945 | $ 1,267,174 | $ 1,143,548 |
United States | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 419,493 | 376,343 | 1,190,415 | 1,079,037 |
Canada | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 31,141 | 22,602 | 76,759 | 64,511 |
Tree and plant care | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 257,410 | 243,192 | 734,915 | 714,842 |
Grounds maintenance | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 50,603 | 46,056 | 138,451 | 128,114 |
Storm damage services | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 9,432 | 9,568 | 23,786 | 16,298 |
Consulting and other | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 133,189 | 100,129 | 370,022 | 284,294 |
Utility | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 247,478 | 217,305 | 700,378 | 637,900 |
Utility | United States | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 229,046 | 207,004 | 658,021 | 608,411 |
Utility | Canada | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 18,432 | 10,301 | 42,357 | 29,489 |
Utility | Tree and plant care | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 147,125 | 138,112 | 425,701 | 420,791 |
Utility | Grounds maintenance | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 0 | 0 | 0 | 0 |
Utility | Storm damage services | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 5,192 | 7,004 | 11,340 | 10,136 |
Utility | Consulting and other | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 95,161 | 72,189 | 263,337 | 206,973 |
Residential and commercial | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 201,753 | 180,706 | 563,942 | 504,064 |
Residential and commercial | United States | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 189,044 | 168,405 | 529,540 | 469,042 |
Residential and commercial | Canada | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 12,709 | 12,301 | 34,402 | 35,022 |
Residential and commercial | Tree and plant care | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 110,487 | 105,108 | 309,558 | 294,206 |
Residential and commercial | Grounds maintenance | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 50,603 | 46,056 | 138,451 | 128,114 |
Residential and commercial | Storm damage services | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 4,240 | 2,564 | 12,446 | 6,162 |
Residential and commercial | Consulting and other | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 36,423 | 26,978 | 103,487 | 75,582 |
All other | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 1,403 | 934 | 2,854 | 1,584 |
All other | United States | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 1,403 | 934 | 2,854 | 1,584 |
All other | Canada | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 0 | 0 | 0 | 0 |
All other | Tree and plant care | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | (202) | (28) | (344) | (155) |
All other | Grounds maintenance | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 0 | 0 | 0 | 0 |
All other | Storm damage services | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | 0 | 0 | 0 | 0 |
All other | Consulting and other | ||||
Disaggregation of revenue [Line Items] | ||||
Revenue from contracts with customers | $ 1,605 | $ 962 | $ 3,198 | $ 1,739 |
Revenue Recognition Contract wi
Revenue Recognition Contract with customer, asset and liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | Dec. 31, 2022 | |
Revenue Recognition [Abstract] | |||||
Liability recognized in revenue | $ 351 | $ 616 | $ 2,048 | $ 1,676 | |
Contract liabilities - current | 2,584 | 2,584 | $ 3,723 | ||
Contract liabilities - noncurrent | 3,044 | 3,044 | 4,145 | ||
Net contract liabilities | $ 5,628 | $ 5,628 | $ 7,868 |
Fair Value Measurements and F_3
Fair Value Measurements and Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Certificates of deposits, current | $ 20,658 | $ 24,828 |
Available-for-sale debt securities: | 40,610 | 25,518 |
Marketable equity securities: | 10,276 | 18,110 |
United States Government and agency securities | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Available-for-sale debt securities: | 40,090 | 25,254 |
Corporate notes and bonds | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Available-for-sale debt securities: | 520 | 264 |
Total carrying value | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Available-for-sale debt securities: | 40,610 | 25,518 |
Marketable equity securities: | 18,110 | |
Fair value, measurements, recurring [Member] | Total carrying value | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Available-for-sale debt securities: | 40,610 | 25,518 |
Marketable equity securities: | 10,276 | 18,110 |
Deferred compensation | 1,488 | 4,597 |
Fair value, measurements, recurring [Member] | Total carrying value | Certificates of deposit | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Certificates of deposits, current | 2,359 | 3,750 |
Certificates of deposits, noncurrent | 4,750 | 6,359 |
Fair value, measurements, recurring [Member] | Total carrying value | United States Government and agency securities | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Available-for-sale debt securities: | 40,090 | 25,254 |
Fair value, measurements, recurring [Member] | Total carrying value | Corporate notes and bonds | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Available-for-sale debt securities: | 520 | 264 |
Fair value, measurements, recurring [Member] | Total carrying value | Mutual funds | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Marketable equity securities: | 5,558 | 13,873 |
Fair value, measurements, recurring [Member] | Total carrying value | Common stock | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Marketable equity securities: | 3,385 | 3,007 |
Fair value, measurements, recurring [Member] | Total carrying value | Exchange traded funds | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Marketable equity securities: | 1,333 | 1,230 |
Fair value, measurements, recurring [Member] | Quoted prices in active markets (level 1) | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Available-for-sale debt securities: | 40,610 | 25,518 |
Marketable equity securities: | 10,276 | 18,110 |
Deferred compensation | 0 | 0 |
Fair value, measurements, recurring [Member] | Quoted prices in active markets (level 1) | Certificates of deposit | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Certificates of deposits, current | 2,359 | 3,750 |
Certificates of deposits, noncurrent | 4,750 | 6,359 |
Fair value, measurements, recurring [Member] | Quoted prices in active markets (level 1) | United States Government and agency securities | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Available-for-sale debt securities: | 40,090 | 25,254 |
Fair value, measurements, recurring [Member] | Quoted prices in active markets (level 1) | Corporate notes and bonds | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Available-for-sale debt securities: | 520 | 264 |
Fair value, measurements, recurring [Member] | Quoted prices in active markets (level 1) | Mutual funds | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Marketable equity securities: | 5,558 | 13,873 |
Fair value, measurements, recurring [Member] | Quoted prices in active markets (level 1) | Common stock | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Marketable equity securities: | 3,385 | 3,007 |
Fair value, measurements, recurring [Member] | Quoted prices in active markets (level 1) | Exchange traded funds | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Marketable equity securities: | 1,333 | 1,230 |
Fair value, measurements, recurring [Member] | Significant other observable inputs (level 2) | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Available-for-sale debt securities: | 0 | 0 |
Marketable equity securities: | 0 | 0 |
Deferred compensation | 0 | 4,597 |
Fair value, measurements, recurring [Member] | Significant other observable inputs (level 2) | Certificates of deposit | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Certificates of deposits, current | 0 | 0 |
Certificates of deposits, noncurrent | 0 | 0 |
Fair value, measurements, recurring [Member] | Significant other observable inputs (level 2) | United States Government and agency securities | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Available-for-sale debt securities: | 0 | 0 |
Fair value, measurements, recurring [Member] | Significant other observable inputs (level 2) | Corporate notes and bonds | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Available-for-sale debt securities: | 0 | 0 |
Fair value, measurements, recurring [Member] | Significant other observable inputs (level 2) | Mutual funds | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Marketable equity securities: | 0 | 0 |
Fair value, measurements, recurring [Member] | Significant other observable inputs (level 2) | Common stock | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Marketable equity securities: | 0 | 0 |
Fair value, measurements, recurring [Member] | Significant other observable inputs (level 2) | Exchange traded funds | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Marketable equity securities: | 0 | 0 |
Fair value, measurements, recurring [Member] | Significant unobservable inputs (level 3) | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Available-for-sale debt securities: | 0 | 0 |
Marketable equity securities: | 0 | 0 |
Deferred compensation | 1,488 | 0 |
Fair value, measurements, recurring [Member] | Significant unobservable inputs (level 3) | Certificates of deposit | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Certificates of deposits, current | 0 | 0 |
Certificates of deposits, noncurrent | 0 | 0 |
Fair value, measurements, recurring [Member] | Significant unobservable inputs (level 3) | United States Government and agency securities | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Available-for-sale debt securities: | 0 | 0 |
Fair value, measurements, recurring [Member] | Significant unobservable inputs (level 3) | Corporate notes and bonds | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Available-for-sale debt securities: | 0 | 0 |
Fair value, measurements, recurring [Member] | Significant unobservable inputs (level 3) | Mutual funds | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Marketable equity securities: | 0 | 0 |
Fair value, measurements, recurring [Member] | Significant unobservable inputs (level 3) | Common stock | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Marketable equity securities: | 0 | 0 |
Fair value, measurements, recurring [Member] | Significant unobservable inputs (level 3) | Exchange traded funds | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis [Line Items] | ||
Marketable equity securities: | $ 0 | $ 0 |
Fair Value Measurements and F_4
Fair Value Measurements and Financial Instruments Fair value of financial instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Liabilities, fair value disclosure [Abstract] | ||
Available-for-sale debt securities: | $ 40,610 | $ 25,518 |
Marketable equity securities: | 10,276 | 18,110 |
Revolving credit facility, noncurrent | 206,262 | 150,433 |
Carrying value | ||
Liabilities, fair value disclosure [Abstract] | ||
Available-for-sale debt securities: | 40,610 | 25,518 |
Marketable equity securities: | 18,110 | |
Revolving credit facility, noncurrent | 206,262 | 150,433 |
Senior unsecured notes, noncurrent | 60,000 | 75,000 |
Term loans, noncurrent | 8,409 | 5,854 |
Total | 274,671 | 231,287 |
Fair value | ||
Liabilities, fair value disclosure [Abstract] | ||
Available-for-sale debt securities: | 40,610 | 25,518 |
Marketable equity securities: | 10,276 | 18,110 |
Revolving credit facility, noncurrent | 206,262 | 150,433 |
Senior unsecured notes, noncurrent | 57,335 | 74,968 |
Term loans, noncurrent | 8,420 | 5,610 |
Total | $ 272,017 | $ 231,011 |
Commitments and contingencies D
Commitments and contingencies Details (Details) $ in Thousands | 1 Months Ended | 9 Months Ended |
Aug. 09, 2023 USD ($) | Sep. 30, 2023 USD ($) | |
Loss contingency, number of claims alleged | 3 | |
Litigation settlement, amount awarded to other party | $ 3,984 | |
Estimated Litigation Liability | $ 218,000 | |
Northern California wildfires | ||
Loss contingency, number of claims alleged | 5 | |
Fire Victims Trust | ||
Loss contingency, number of claims alleged | 3 | |
Former Wolf employee defendants [Member] | ||
Loss contingency, number of defendants | 2 | |
Employee and former employee defendants [Member] | ||
Loss contingency, number of defendants | 4 | |
defendants indicted [Member] | ||
Loss contingency, number of defendants | 3 | |
Defendants who pled guilty | ||
Loss contingency, number of defendants | 3 |
The Davey 401KSOP and Employe_2
The Davey 401KSOP and Employee Stock Ownership Plan (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Employee Stock Ownership Plan (ESOP), initial shares in ESOP | 120,000 | |
Employee Stock Ownership Plan (ESOP), shares adjusted for stock split | 46,080,000 | |
Employee Stock Ownership Plan (ESOP), initial value in ESOP | $ 2,700 | |
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 2% | |
Defined contribution plan, eligible age | 21 years | |
Defined contribution plan, service requirement for eligibility | 1 year | |
Number of put option periods | 2 | |
Duration of put option periods | 60 days | |
Employee Stock Ownership Plan (ESOP), fair value of shares subject to repurchase obligation | $ 1,342 | $ 1,833 |
Company shares held in 401KSOP, fair value | 180,201 | 168,145 |
Redeemable common shares related to 401KSOP and Employee Stock Ownership Plan (ESOP) | $ 181,543 | $ 169,978 |
Defined contribution plan, tier 1 | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Defined contribution plan, employer matching contribution, percent of match | 100% | |
Defined contribution plan, tier 2 | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Defined contribution plan, employer matching contribution, percent of match | 50% | |
Maximum [Member] | Defined contribution plan, tier 1 | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 3% | |
Maximum [Member] | Defined contribution plan, tier 2 | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 5% |