11-K 1 form11-k12x31x2010.htm FORM 11-K, DECEMBER 31, 2010 Form 11-K 12-31-2010
 
 
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K


(Mark One)
 
x
ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the fiscal year ended December 31, 2010
 
 
OR
 
 
o
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
 
For the transition period from ______________ to ______________
 
 
Commission file number 000-11917
 
 
A.
Full title of the plan and the address of the plan, if different from that of the issuer named below:
 
 
The Davey 401KSOP and ESOP
 
 
B.
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
 
The Davey Tree Expert Company
1500 North Mantua Street
P.O. Box 5193
Kent, Ohio 44240


 
 
 
 
 





The Davey 401KSOP and ESOP ("Plan")
Form 11-K
December 31, 2010

TABLE OF CONTENTS


 
Page
 
 
Signatures
 
 
Index to Financial Statements and Supplemental Schedules
 
 
Exhibit Index
 
 
 
Exhibit 23 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
 


1


The Davey 401KSOP and ESOP
December 31, 2010



SIGNATURES



The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.



 
 
 
THE DAVEY 401KSOP AND ESOP
 
 
 
 
 
 
By:
The Davey Tree Expert Company
 
 
 
as Plan Administrator
 
 
 
 
 
 
 
 
Date: June 15, 2011
By:
/s/ David E. Adante                            
 
 
 
David E. Adante
 
 
 
Executive Vice President, Chief Financial Officer
 
 
 
and Secretary


2


The Davey 401KSOP and ESOP ("Plan")


Audited financial statements and supplemental schedules for the Plan prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974, as amended, are filed herewith in lieu of an audited statement of financial condition and audited statement of income and changes in plan equity.
 
 
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
 
 
 
 
Page
 
 
Report of Independent Registered Public Accounting Firm
 
 
Financial Statements
 
 
 
     Statement of Net Assets Available for Benefits--December 31, 2010
 
 
     Statement of Net Assets Available for Benefits--December 31, 2009
 
 
     Statement of Changes in Net Assets Available for Benefits--
      Year ended December 31, 2010
 
 
     Notes to Financial Statements--December 31, 2010
 
 
Supplemental Schedules
 
 
 
     Schedule H, Line 4i--Schedule of Assets (Held at End of Year)--
      December 31, 2010
 
 
     All other schedules are omitted as not applicable or not required.
 




3


Report of Independent Registered Public Accounting Firm




To the 401KSOP and ESOP Committee
The Davey 401KSOP and ESOP
Kent, Ohio

We have audited the accompanying statements of net assets available for benefits of The Davey 401KSOP and ESOP (the Plan) as of December 31, 2010 and 2009, and the related statement of changes in net assets available for benefits for the year ended December 31, 2010. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2010 and 2009, and the changes in its net assets available for benefits for the year ended December 31, 2010, in conformity with US generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2010 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young LLP

Akron, Ohio
June 15, 2011


F-1


The Davey 401KSOP and ESOP
Statement of Net Assets Available for Benefits
December 31, 2010



 
Nonparticipant
 
 
 
 
 
Directed
 
 
 
 
 
The Davey Tree
 
Participant
 
 
 
Expert
 
Directed
 
 
 
Company Stock
 
Investment
 
Total
 
Fund
 
Funds
 
December 31, 2010
 
 
 
 
 
 
Assets
 
 
 
 
 
Investments, at fair value:
 
 
 
 
 
Common shares
$
76,069,888

 
$
6,216,530

 
$
82,286,418

Mutual funds

 
45,558,018

 
45,558,018

Common collective trust funds
216,662

 
5,508,018

 
5,724,680

Total investments
76,286,550

 
57,282,566

 
133,569,116

 
 
 
 
 
 
 
 
 
 
 
 
Receivables:
 
 
 
 
 
The Davey Tree Expert Company contributions
2,218,391

 

 
2,218,391

Participants' contributions

 
67,446

 
67,446

Participant receivables transferred from other plans

 
119,245

 
119,245

Total receivables
2,218,391

 
186,691

 
2,405,082

Net assets available for benefits at fair value
78,504,941

 
57,469,257

 
135,974,198

 
 
 
 
 
 
Adjustment from fair value to contract value for interest in common collective trust funds relating to fully benefit-responsive investment contracts
(6,718
)
 
(170,582
)
 
(177,300
)
 

 

 
 
Net assets available for benefits
$
78,498,223

 
$
57,298,675

 
$
135,796,898

 
 
 
 
 
 
See notes to financial statements.
 
 
 
 
 


F-2


The Davey 401KSOP and ESOP
Statement of Net Assets Available for Benefits
December 31, 2009



 
Nonparticipant
 
 
 
 
 
Directed
 
 
 
 
 
The Davey Tree
 
Participant
 
 
 
Expert
 
Directed
 
 
 
Company Stock
 
Investment
 
Total
 
Fund
 
Funds
 
December 31, 2009
 
 
 
 
 
 
Assets
 
 
 
 
 
Investments, at fair value:
 
 
 
 
 
Common shares
$
70,262,650

 
$
5,487,954

 
$
75,750,604

Mutual funds

 
37,468,356

 
37,468,356

Common collective trust funds
211,410

 
5,392,497

 
5,603,907

Total investments
70,474,060

 
48,348,807

 
118,822,867

 
 
 
 
 
 
 
 
 
 
 
 
Receivables:
 
 
 
 
 
The Davey Tree Expert Company contributions
2,239,202

 

 
2,239,202

Participants' contributions

 
173,680

 
173,680

Participant receivables transferred from other plans

 
198,701

 
198,701

Total receivables
2,239,202

 
372,381

 
2,611,583

Net assets available for benefits at fair value
72,713,262

 
48,721,188

 
121,434,450

 
 
 
 
 
 
 
 
 
 
 
 
Adjustment from fair value to contract value for interest in common collective trust funds relating to fully benefit-responsive investment contracts
(422
)
 
(10,611
)
 
(11,033
)
 
 
 
 
 
 
Net assets available for benefits
$
72,712,840

 
$
48,710,577

 
$
121,423,417

 
 
 
 
 
 
See notes to financial statements.
 
 
 
 
 


F-3


The Davey 401KSOP and ESOP
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2010


 
Nonparticipant
 
 
 
 
 
Directed
 
 
 
 
 
The Davey Tree
 
Participant
 
 
 
Expert
 
Directed
 
Total
 
Company Stock
 
Investment
 
Year Ended
 
Fund
 
Funds
 
December 31, 2010
 
 
 
 
 
 
Additions to net assets attributed to:
 
 
 
 
 
Contributions:
 
 
 
 
 
Participants
$

 
$
5,334,703

 
$
5,334,703

The Davey Tree Expert Company:
 
 
 
 
 
Common shares
2,218,391

 

 
2,218,391

Participant receivables collected

 
83,773

 
83,773

Net appreciation in fair value of investments
7,340,812

 
5,460,028

 
12,800,840

Interest income

 
12,617

 
12,617

Dividends
721,920

 
600,489

 
1,322,409

Total additions
10,281,123

 
11,491,610

 
21,772,733

 
 
 
 
 
 
Deductions from net assets attributed to:
 
 
 
 
 
Distributions to participants:
 
 
 
 
 
Cash
4,386,830

 
2,866,282

 
7,253,112

Common shares

 

 

Administrative expenses
108,910

 
37,230

 
146,140

Total deductions
4,495,740

 
2,903,512

 
7,399,252

 
 
 
 
 
 
Net increase
5,785,383

 
8,588,098

 
14,373,481

 
 
 
 
 
 
Net assets available for benefits:
 
 
 
 
 
Beginning of year
72,712,840

 
48,710,577

 
121,423,417

End of year
$
78,498,223

 
$
57,298,675

 
$
135,796,898

 
 
 
 
 
 
See notes to financial statements.
 
 
 
 
 


F-4


The Davey 401KSOP and ESOP
Notes to Financial Statements
December 31, 2010


A.    Description of the Plan

The following description of The Davey 401KSOP and ESOP (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions.

The Plan was established for the benefit of eligible employees as of January 1, 1979 and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (sometimes referred to as “ERISA”).

General--The Plan is a defined contribution plan covering substantially all eligible employees of The Davey Tree Expert Company (the "Company" and "Plan Sponsor") and each subsidiary of the Company that has adopted the Plan. The eligibility of employees to participate in the Plan is based, in general, on both attaining age 21 and completing one year of continuous service.

The Davey 401KSOP and ESOP, known for periods prior to January 1, 1997 as The Davey Tree Expert Company Employee Stock Ownership Plan was amended and restated effective March 1, 2003. The Plan's most recent amendment was effective January 1, 2009. The portion of the Plan consisting of The Davey Tree Expert Company Stock Fund (the “ESOP feature”) is an employee stock ownership plan within the meaning of Section 4975(e)(7) of the Internal Revenue Code (the “Code”) as a stock bonus plan. The portion of the Plan that is not the ESOP feature is a profit-sharing plan that is intended to qualify under Section 401(a) of the Code and includes a cash or deferred arrangement intended to qualify under Section 401(k) of the Code.

Reliance Trust Company serves as trustee for the assets of The Davey Tree Expert Company Stock Fund and Wells Fargo Bank Minnesota, N.A. serves as trustee for all other assets of the Plan. Both Reliance and Wells Fargo provide custodial services. Wells Fargo also provides other services, including executing all buy, sell and reinvestment transactions, and collecting and reporting all dividend and interest payments.

Contributions--Participating employees have the option to make elective contributions, subject to the limit allowed by the Internal Revenue Code ($16,500 for 2010, excluding catch-up contributions), further limited by other maximum contribution limits established by federal law, and subject to a weekly minimum contribution of 1% of the participant's compensation. Effective January 2009, the Company implemented enhanced benefits to the Davey 401KSOP and ESOP which increased the annual matching contribution to a potential maximum of 100% for the first one percent and 50% of the next three percent - up to a four percent deferral. The matching contribution for 2008 and prior years was a maximum of 50% of a three percent deferral. Company contributions are made in either cash or common shares of the Company.

Participant Accounts--Each participant's account is (a) credited with the participant's contribution and allocations of (i) the Company's contribution and (ii) plan earnings, and (b) charged with an allocation of administrative expenses. Allocations are based on the participant's selected investment mix. A participant is entitled to the benefit that can be provided from the participant's vested account balance.

Vesting--Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company's matching contribution plus actual earnings thereon is based on years of continuous service. A participant is 100% vested after three years of continuous service, retirement (at 65 years of age or early retirement), permanent disability or death.

Investment Options--Participants were provided with the following fund options, as of December 31, 2010, and related investment profiles (provided by the fund managers), including directing up to 25% of their total contributions to The Davey Tree Expert Company Stock Fund.


F-5


The Davey 401KSOP and ESOP
Notes to Financial Statements
December 31, 2010


A.    Description of the Plan (continued)

Wells Fargo Advantage Dow Jones Target Today Fund--Invests in a diversified portfolio of money market funds, bonds and stocks (with a smaller focus on stocks and bonds). Investments in asset classes consistent with the stated objectives and time horizon.

Wells Fargo Advantage Dow Jones Target 2010 Fund--Invests in a diversified portfolio of bonds and stocks (with a larger focus on bonds). Investments in asset classes consistent with the stated objectives and time horizon.

Wells Fargo Advantage Dow Jones Target 2015 Fund--Invests in a diversified portfolio of bonds and stocks (with a larger focus on bonds). Investments in asset classes consistent with the stated objectives and time horizon.

Wells Fargo Advantage Dow Jones Target 2020 Fund--Invests in a diversified portfolio of bonds and stocks (with an equal focus on stocks and bonds). Investments in asset classes consistent with the stated objectives and time horizon.

Wells Fargo Advantage Dow Jones Target 2025 Fund--Invests in a diversified portfolio of bonds and stocks (with an equal focus on stocks and bonds). Investments in asset classes consistent with the stated objectives and time horizon.

Wells Fargo Advantage Dow Jones Target 2030 Fund--Invests in a diversified portfolio of bonds and stocks (with a larger focus on stocks). Investments in asset classes consistent with the stated objectives and time horizon.

Wells Fargo Advantage Dow Jones Target 2035 Fund--Invests in a diversified portfolio of bonds and stocks (with a larger focus on stocks). Investments in asset classes consistent with the stated objectives and time horizon.

Wells Fargo Advantage Dow Jones Target 2040 Fund--Invests in a diversified portfolio of bonds and stocks (with a heavy focus on stocks). Investments in asset classes consistent with the stated objectives and time horizon.

Wells Fargo Advantage Dow Jones Target 2045 Fund--Invests in a diversified portfolio of bonds and stocks (with a heavy focus on stocks). Investments in asset classes consistent with the stated objectives and time horizon.

Wells Fargo Advantage Dow Jones Target 2050 Fund--Invests in a diversified portfolio of bonds and stocks (with a heavy focus on stocks). Investments in asset classes consistent with the stated objectives and time horizon.

Janus Twenty Fund Inc--Invests in a core of 20 to 30 companies with growth potential that includes a combination of well-established, multinational businesses and medium-size and faster-growing companies.

American Beacon Large Cap Value Fund--Invests in equity securities of large market capitalization U.S. companies.

AIM (Invesco) Dynamics Fund Inc--Invests in equity securities of mid-sized core growth companies.


F-6


The Davey 401KSOP and ESOP
Notes to Financial Statements
December 31, 2010


Vanguard Index TR Total Stock Market Fund--Invests in U.S. common stocks, designed to replicate the performance of the Wilshire 5000 Index.

Franklin Small-Mid Cap Growth Fund--Invests in common stocks of small and medium sized companies.

Neuberger Berman Genesis Fund--Invests in common stocks of companies with market capitalizations less than $1.5 billion at the time of purchase.

Mutual Discovery Fund--Invests in common and preferred stocks, debt securities and convertible securities of small sized companies.

PIMCO Total Return Fund Admin--Invests in common and preferred stocks of foreign companies.

Harbor International Fund Instl--Invests in common and preferred stocks of foreign companies.

Wells Fargo Index Fund--Invests in a diversified portfolio of common stocks included in the Standard and Poor's 500 Index designed to replicate the performance of the Standard & Poor's 500 Index.

Wells Fargo Stable Return Fund N4--Invests in high-grade money market instruments.

The Davey Tree Expert Company Stock Fund--Invests in common shares of The Davey Tree Expert Company (with temporary investments made in a money market fund).

Participants may change their investment options daily.

Payments of Benefits--Participants who terminate may elect to receive distributions of vested benefits either in cash or common shares of the Company. Shares of The Davey Tree Expert Company Stock Fund issued after January 1, 1997 are to be distributed in a lump sum as either common shares or cash. Shares of The Davey Tree Expert Company Stock Fund issued before January 1, 1997 may be distributed in a lump sum of common shares; or at the option of the participant, cash may be distributed either in lump-sum or monthly, quarterly, or annual installments over a period not to exceed either the participant's normal life expectancy, or the normal life expectancy of the participant and their beneficiary. Former participants wishing to sell their shares must offer such shares first to the Plan and then to the Company.

Forfeited Accounts--Forfeited accounts arise from participants whose employment terminates before vesting occurs. However, if a former participant is rehired, in certain instances, forfeited accounts will be restored to the employee's Plan account. Amounts forfeited are used to restore previously forfeited accounts when necessary. Remaining amounts forfeited are used to offset future Company contributions. At December 31, 2010, forfeited accounts totaled $509,306.

Voting Rights--Each participant is entitled to exercise voting rights attributable to the common shares of the Company allocated to his or her account and is notified by the Trustee at least thirty days prior to the time such rights are to be exercised. Participants are requested to instruct the Trustee as to how shares should be voted. If a participant does not provide the Trustee with instructions as to how shares should be voted, then such shares are voted, as provided in the Plan, proportionately in accordance with instructions received from other participants in the Plan.




F-7


The Davey 401KSOP and ESOP
Notes to Financial Statements
December 31, 2010


A.    Description of the Plan (continued)

Participant Receivables Transferred from Other Plans--During 2008, the assets of The Care of Trees Employee Stock Ownership Plan and the assets of The Care of Trees, Inc. Deferred Compensation and Profit Sharing Plan were transferred into this Plan. Included in the assets transferred were participant receivables for which periodic payment is due at various dates through 2013, with annual interest thereon ranging from 6% to 10.25%.


B.    Summary of Significant Accounting Policies

Basis of Financial Statement Presentation--The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates--The preparation of financial statements in conformity with U.S. GAAP requires Plan management to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates.

Investment Valuation and Income Recognition--The investments of the Plan are reported at fair value.

The change in net unrealized appreciation or (depreciation) on investments is included in the statement of changes in net assets available for benefits. Net appreciation (depreciation) in the fair value of investments includes the realized gain or loss on sale of investments sold and unrealized gains/losses on investments held during the year determined on a revalued cost basis.

Purchases and sales of securities are accounted for on the trade date. Dividend income is accounted for on the ex-dividend date.

Adjustment from Fair Value to Contract Value--Investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the Plan. One of the investment options offered by the Plan, the Wells Fargo Stable Return Fund N4 (the “Stable Return Fund”), is a common collective trust that is fully invested in Wells Fargo Stable Return Fund G, which is invested in contracts deemed to be fully benefit-responsive. Contract value is the relevant measure to the Plan for the Stable Return Fund because it is the amount that is available for Plan benefits and is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.

Accordingly, in the statements of net assets available for benefits, the Stable Return Fund, along with the Plan's other investments, is stated at fair value with a corresponding adjustment to reflect the investment in the Stable Return Fund at contract value. The statement of changes in net assets available for benefits is prepared on a contract value basis. Contract value represents cost plus accrued interest minus redemptions.

Administrative Expenses--The costs of administering the Plan are paid by the Company, except for trustee and recordkeeping fees, Company stock valuation services and audit fees, which are paid by the Plan.


F-8


The Davey 401KSOP and ESOP
Notes to Financial Statements
December 31, 2010


B.    Summary of Significant Accounting Policies (continued)

Recent Accounting Guidance

The FASB Accounting Standards Codification--Changes to U.S. GAAP are established by the Financial Accounting Standards Board (the “FASB”) issuing Accounting Standards Updates (or “ASUs”) to the FASB's Accounting Standards Codification™ (the “Codification”). The Codification is the single source of nongovernmental authoritative U.S. GAAP. All other accounting guidance not included in the Codification is considered nonauthoritative. The Accounting Standards Updates are not authoritative in their own right; these updates serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the changes in the Codification.

In the description of the Accounting Standards Update that follows, references relate to the Codification Topic and descriptive title.

Accounting Standards Update 2010-06, Improving Disclosures about Fair Value Measurements--In January 2010, the FASB issued ASU 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements,” which adds disclosure requirements for transfers in and out of Levels 1 and 2, requires separate disclosures for activity relating to Level 3 measurements, and clarifies input and valuation techniques. This ASU was effective for interim and annual periods beginning after December 15, 2009, except for the Level 3 disclosures, which were effective for fiscal years beginning after December 15, 2010 and for interim periods within those years. The adoption of the revised guidance in ASC 2010-06 did not affect our financial position, results of operations or cash flows.

Accounting Standards Update 2010-25, Reporting Loans to Participants by Defined Contribution Pension Plans--In September 2010, the FASB issued ASU 2010-25, “Plan Accounting-Defined Contribution Pension Plans (Topic 962): Reporting Loans to Participants by Defined Contribution Pension Plans.” ASU 2010-25 requires participant loans to be measured at their unpaid principal balance plus any accrued but unpaid interest and to be classified as receivables. The adoption had no effect on the financial statements as participant receivables were previously measured in accordance with ASU 2010-25.

Accounting Standards Update 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards-Fair Value Measurement--In May 2011, the FASB issued ASU 2011-04, “ Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards,” to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements. ASU 2011-04 is effective for the Plan prospectively for the year ending December 31, 2012. Plan management is currently evaluating the impact of pending adoption of ASU 2011-04 on Plan financial statements.


F-9


The Davey 401KSOP and ESOP
Notes to Financial Statements
December 31, 2010


C.    Investments and Fair Value Measurements

The following is a summary of assets held for investment.
 
December 31, 2010
 
December 31, 2009
 
 
Number of
 
 
 
Number of
 
 
 
 
Shares, Units
 
Fair
 
Shares, Units
 
Fair
 
 
or Par Value
 
Value
 
or Par Value
 
Value
 
 
 
 
 
 
 
 
 
 
Investment at Fair Value as Determined by Independent Valuation
 
 
 
 
 
 
 
 
The Davey Tree Expert Company Common Stock
4,472,088

 
$
82,286,418

*
4,563,289

 
$
75,750,604

*
 
 
 
 
 
 
 
 
 
Investments at Fair Value as Determined by Quoted Market Price
 
 
 
 
 
 
 
 
Wells Fargo Advantage Dow Jones Target Today
50,810

 
541,632

 
45,574

 
462,581

 
Wells Fargo Advantage Dow Jones Target 2010
42,112

 
539,032

 
52,646

 
634,380

 
Wells Fargo Advantage Dow Jones Target 2015
102,580

 
988,867

 
91,474

 
823,268

 
Wells Fargo Advantage Dow Jones Target 2020
260,004

 
3,608,852

 
229,393

 
2,913,289

 
Wells Fargo Advantage Dow Jones Target 2025
130,321

 
1,240,660

 
120,217

 
1,043,484

 
Wells Fargo Advantage Dow Jones Target 2030
145,813

 
2,112,832

 
149,652

 
1,921,528

 
Wells Fargo Advantage Dow Jones Target 2035
221,952

 
2,055,279

 
156,442

 
1,289,082

 
Wells Fargo Advantage Dow Jones Target 2040
165,167

 
2,649,280

 
133,429

 
1,860,001

 
Wells Fargo Advantage Dow Jones Target 2045
157,796

 
1,456,461

 
124,908

 
1,017,996

 
Wells Fargo Advantage Dow Jones Target 2050
70,078

 
638,412

 
45,797

 
373,704

 
Janus Twenty Fund Inc
44,279

 
2,910,438

 
34,233

 
2,108,421

 
American Beacon Large Cap Value Fund
50,657

 
938,668

 
53,922

 
885,396

 
AIM (Invesco) Dynamics Fund Inc
80,075

 
1,782,461

 
73,088

 
1,317,776

 
Vanguard Index TR Total Stock  Market Fund
29,362

 
894,649

 
20,038

 
531,009

 
Wells Fargo Large Cap Appreciation Fund

 

 
59,813

 
504,826

 
Franklin Small-Mid Cap Growth Fund
138,345

 
5,161,669

 
130,218

 
3,782,843

 
Neuberger Berman Genesis Fund
98,164

 
2,710,294

 
97,794

 
2,230,683

 
Mutual Discovery Fund
294,050

 
8,583,328

*
164,417

 
4,393,231

 
PIMCO Total Return Fund Admin
252,725

 
2,742,068

 

 

 
Harbor International Fund Instl
3,988

 
241,481

 

 

 
Templeton Growth Fund

 

 
222,807

 
3,745,380

 
Wells Fargo Index Fund
85,395

 
3,761,655

 
82,077

 
3,334,799

 
Wells Fargo Diversified Bond Fund

 

 
96,294

 
2,294,679

 
 
 
 
 
 
 
 
 
 
Investments at Estimated Fair Value
 
 
 
 
 
 
 
 
Stable Return Fund: Wells Fargo Stable Return Fund N4 **
125,043

 
5,717,932

 
124,094

 
5,527,650

 
Wells Fargo Money Market Fund
6,748

 
6,748

 
76,257

 
76,257

 
Total Investments
 
 
$
133,569,116

 
 
 
$
118,822,867

 
 
 
 
 
 
 
 
 
 
* Investments that represent 5% or more of the fair value of net assets available for benefits as of the date indicated.
 
** The contract value as of December 31, 2010 and 2009 totaled $5,540,632 and $5,516,617, respectively.
 


F-10


The Davey 401KSOP and ESOP
Notes to Financial Statements
December 31, 2010


C.    Investments and Fair Value Measurements (continued)

During the year ended December 31, 2010, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:

 
Year Ended
 
December 31, 2010
 
 
The Davey Tree Expert Company common shares
$
7,911,228

Mutual funds
4,743,801

Common collective trust funds
145,811

Net appreciation in fair value of investments
$
12,800,840


Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are defined as buyers or sellers in the principal or most advantageous market for the asset or liability that are independent of the reporting entity, knowledgeable, and able and willing to transact for the asset or liability.

Valuation Hierarchy--A valuation hierarchy is used for presentation of the inputs to measure fair value. This hierarchy prioritizes the inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on assumptions used to measure assets and liabilities at fair value. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The inputs or methodology used for valuing investments are not an indication of the risks associated with the investments.

Valuation Methodology and Valuation Hierarchy Classification

The following is a description of the valuation methodology used for the investments measured at fair value, including the general classification of the investments within the valuation hierarchy.

The Davey Tree Expert Company Common Stock Fund--The Davey Tree Expert Company Common Stock Fund is comprised of the Company's common shares and a small portion of short-term investments. 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 Company's 401KSOP, the fair market value of the common shares is determined by an independent stock valuation firm, based upon Company performance and financial condition, using a peer group of comparable companies selected by that firm. The peer group at December 31, 2010 consisted of ABM Industries Incorporated, Comfort Systems USA, Inc., Dycom Industries, Inc., FirstService Corporation, MYR Group, Inc., Quanta Services, Inc., Rollins, Inc., and The 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. Since 1979, the Company has provided a ready market for all shareholders through its direct purchase of their common shares, although the Company is under no obligation to do so. The common shares, determined by independent valuation, are classified as Level 2 investments.

F-11


The Davey 401KSOP and ESOP
Notes to Financial Statements
December 31, 2010


C.    Investments and Fair Value Measurements (continued)

Mutual Funds--Mutual funds are public investment vehicles valued using the Net Asset Value (“NAV”) provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The NAV is a quoted price in an active market and classified within Level 1 of the valuation hierarchy. The Wells Fargo Money Market Fund is valued at cost, which approximates fair value, and is classified within Level 2 of the valuation hierarchy.

Common Collective Trust Funds--Common collective trust funds are stated at fair value as determined by the issuer of the common collective trust funds, based on the fair value of the underlying investments, and are classified as Level 2. The Wells Fargo Stable Return Fund N4 is a common collective trust fund. The Wells Fargo Money Market Fund is valued at cost, which approximates fair value, and is classified within Level 2 of the valuation hierarchy.

The Plan's investments measured at fair value on a recurring basis at December 31, 2010 were as follows:

 
 
 
 
Fair Value Measurements at December 31, 2010 Using:
 
 
Total
 
Quoted prices
 
Significant
 
Significant
 
 
Carrying
 
in
 
other observable
 
unobservable
Investments Recorded at Fair
 
Value at
 
active markets
 
inputs
 
inputs
Value on a Recurring Basis
 
December 31, 2010
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
 
 
 
 
 
 
 
 
Common shares
 
$
82,286,418

 
$

 
$
82,286,418

 
$

Mutual funds
 
45,558,018

 
45,558,018

 

 

Common collective trust funds
 
5,724,680

 

 
5,724,680

 

 
 
$
133,569,116

 
$
45,558,018

 
$
88,011,098

 
$


There were no transfers between Level 1 and Level 2 of the fair value hierarchy for the year ended December 31, 2010. The Plan's investments measured at fair value on a recurring basis at December 31, 2009 were as follows:

 
 
 
 
Fair Value Measurements at December 31, 2009 Using:
 
 
Total
 
Quoted prices
 
Significant
 
Significant
 
 
Carrying
 
in
 
other observable
 
unobservable
Investments Recorded at Fair
 
Value at
 
active markets
 
inputs
 
inputs
Value on a Recurring Basis
 
December 31, 2009
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
 
 
 
 
 
 
 
 
Common shares
 
$
75,750,604

 
$

 
$
75,750,604

 
$

Mutual funds
 
37,468,356

 
37,468,356

 

 

Common collective trust funds
 
5,603,907

 

 
5,603,907

 

 
 
$
118,822,867

 
$
37,468,356

 
$
81,354,511

 
$




F-12


The Davey 401KSOP and ESOP
Notes to Financial Statements
December 31, 2010


D.    Concentration of Market Risks and Other Exposures

The Plan had investments in the common stock of The Davey Tree Expert Company of $ 82,286,418, approximating 60.6% of net assets at December 31, 2010, and $75,750,604, approximating 62.4% of net assets at December 31, 2009.

The investments in the common stock of The Davey Tree Expert Company are exposed to market risk--the potential economic loss that may result from adverse changes in fair value. Other investments of the Plan are also exposed to various risks, such as market risk, interest risk and credit risk.

Due to the level of risk associated with the common stock of The Davey Tree Expert Company and other investments of the Plan, it is at least reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits.


E.    Transactions with Party-in-Interest

Certain plan investments include funds managed by Wells Fargo Bank Minnesota, N.A., one of the trustees for the Plan, and, therefore, these transactions qualify as party-in-interest transactions, as defined. Fees paid to trustees during 2010 totaled $84,971.


F.    Termination of the Plan

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants become 100% vested in their accounts.


G.    Tax Status of the Plan

The Internal Revenue Service (the "IRS") has determined and informed the Company, in a letter dated February 9, 2005, that the Plan is qualified and the trust established under the Plan is tax-exempt under the appropriate sections of the Internal Revenue Code (the "Code"). Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan was amended January 1, 2009. The Davey Tree Expert Company, as Plan Sponsor, has filed with the IRS an application for determination that the Plan, as amended, continues to qualify under the Code and that the trust maintained therewith continues to be exempt from taxation. The Plan Sponsor, believes that the Plan is operated in compliance with the applicable requirements of the Code.

U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize tax liabilities in the financial statements if the Plan has taken uncertain tax positions that more-likely-than-not, based solely on its technical merits, would not be sustained upon examination by the IRS. Plan management has evaluated the tax positions taken by the Plan, and has concluded that as of December 31, 2010, there are no uncertain tax positions taken or expected to be taken that would require recognition.

The Plan is subject to routine audits by tax jurisdictions for tax years for which the applicable statutes of limitations have not expired. Plan management believes it is no longer subject to income tax examinations for years prior to 2007. Currently, no audits relative to the Plan are in progress.



F-13


The Davey 401KSOP and ESOP
Notes to Financial Statements
December 31, 2010


H.    Reconciliation of Financial Statements to Form 5500

A reconciliation of net assets available for benefits and net increase (decrease) in net assets available for benefits between the accompanying financial statements and the Form 5500, “Annual Return/Report of Employee Benefit Plan,” follows:
 
As of December 31,
 
2010
 
2009
Statements of Net Assets Available for Benefits:
 
 
 
Net assets available for benefits per the financial statements
$
135,796,898

 
$
121,423,417

Adjustment from contract value to fair value for interest in common collective trust funds relating to fully benefit-responsive investment contracts
177,300

 
11,033

Net assets available for benefits per the expected Form 5500, at fair value
$
135,974,198

 
$
121,434,450

 
 
 
 
 
 
 
Year Ended
 
 
 
December 31, 2010

Statement of Changes in Net Assets Available for Benefits:
 
 
 
Net increase in net assets available for benefits per the financial statements
 
 
$
14,373,481

Adjustment from fair value to contract value for interest in common collective trust funds relating to fully benefit-responsive investment contracts:
 
 
 
At the beginning of the year
 
 
(11,033
)
At the end of the year
 
 
177,300

 
 
 
166,267

Net increase in net assets available for benefits per the expected Form 5500
 
 
$
14,539,748


F-14


The Davey 401KSOP and ESOP
EIN: 34-0176110              Plan Number: 004

Schedule H, Line 4i--Schedule of Assets
(Held at End of Year)

December 31, 2010
(a)
 
(b)
 
(c)
 
(d)
 
(e)
 
 
Identity of Issue, Borrower,
 
Description of
 
 
 
Current
 
 
Lessor or Similar Party
 
Investment
 
Cost
 
Value
 
 
 
 
 
 
 
 
 
*
 
The Davey Tree Expert Company (A)
 
Common Stock; 4,472,088 shares
 
$
22,709,701

 
$
82,286,418

 
 
Mutual Funds:
 
 
 
 
 
 
*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Advantage Dow Jones Target Today Fund--50,810 shares
 
 **
 
541,632

*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Advantage Dow Jones Target 2010 Fund--42,112 shares
 
 **
 
539,032

*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Advantage Dow Jones Target 2015 Fund--102,580 shares
 
 **
 
988,867

*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Advantage Dow Jones Target 2020 Fund--260,004 shares
 
 **
 
3,608,852

*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Advantage Dow Jones Target 2025 Fund--130,321 shares
 
 **
 
1,240,660

*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Advantage Dow Jones Target 2030 Fund--145,813 shares
 
 **
 
2,112,832

*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Advantage Dow Jones Target 2035 Fund--221,952 shares
 
 **
 
2,055,279

*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Advantage Dow Jones Target 2040 Fund--165,167 shares
 
 **
 
2,649,280

*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Advantage Dow Jones Target 2045 Fund--157,796 shares
 
 **
 
1,456,461

*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Advantage Dow Jones Target 2050 Fund--70,078 shares
 
 **
 
638,412

 
 
Janus Capital
 
Janus Twenty Fund Inc--44,279 shares
 
 **
 
2,910,438

 
 
American Beacon
 
American Beacon Large Cap Value Fund--50,657 shares
 
 **
 
938,668

 
 
Invesco Funds Group
 
AIM (Invesco) Dynamics Fund Inc--80,075 shares
 
 **
 
1,782,461

 
 
Vanguard
 
Vanguard Index TR Total Stock Market Fund-- 29,362 shares
 
 **
 
894,649

 
 
Franklin Templeton
 
Franklin Small-Mid Cap Growth Fund--138,345 shares
 
 **
 
5,161,669

 
 
Neuberger Berman Group
 
Neuberger Berman Genesis Fund--98,164 shares
 
 **
 
2,710,294

 
 
Franklin Templeton
 
Mutual Discovery Fund--294,050 shares
 
 **
 
8,583,328

*
 
PIMCO
 
PIMCO Total Return Fund Admin--252,725 units
 
 **
 
2,742,068

 
 
Harbor Group
 
Harbor International Fund Instl--3,988 shares
 
 **
 
241,481

*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Index Fund--85,395 units
 
 **
 
3,761,655

 
 
 
 
 
 
 
 
 
 
 
Common Collective Trust Funds:
 
 
 
 
 
 
*
 
Wells Fargo Bank Minnesota, N.A. (A)
 
Wells Fargo Stable Return Fund N4--125,043 units
 
5,268,323

 
5,717,932

*
 
Wells Fargo Bank Minnesota, N.A. (A)
 
Wells Fargo Money Market Fund--6,748 units
 
6,748

 
6,748

 
 
 
 
Investments at Fair Value
 
 
 
$
133,569,116

 
 
 
 
 
 
 
 
 
*
 
A party-in-interest as defined by ERISA
 
 
 
 
 
 
**
 
Cost information is not required for participant-directed investments
 
 
 
 
(A)
 
Nonparticipant and participant directed
 
 
 
 
 
 


F-15


EXHIBIT INDEX
 
 
 
Exhibit No.
Description
 
 
 
 
23
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
Filed Herewith



F-16