Per Share Amounts and Common 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 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Income available to common shareholders:
Net Income	$	8,296	$	6,962	$	17,141	$	10,075

Weighted-average shares:
Basic:
Outstanding	14,039		13,993		13,914		14,059
Partially-paid share subscriptions	94		—		94		—
Basic weighted-average shares	14,133		13,993		14,008		14,059

Diluted:
Basic from above	14,133		13,993		14,008		14,059
Incremental shares from assumed:
Exercise of stock subscription purchase rights	17		—		6		—
Exercise of stock options and awards	616		589		521		543
Diluted weighted-average shares	14,766		14,582		14,535		14,602

Net income per share:
Basic	$	.59	$	.50	$	1.22	$	.72

Diluted	$	.56	$	.48	$	1.18	$	.69

Common Shares Outstanding--A summary of the activity of the common shares outstanding for the nine months ended September 29, 2012 follows:



Shares outstanding at January 1, 2012	13,845,635
Shares purchased	(486,832	)
Shares sold	246,611
Stock subscription offering -- cash purchases	76,465
Options and awards exercised	133,206
	(30,550	)
Shares outstanding at September 29, 2012	13,815,085


J.	Per Share Amounts and Common Shares Outstanding (continued)

On September 29, 2012, we had 13,815,085 common shares outstanding, employee and director options exercisable to purchase 818,400 common shares, partially-paid subscriptions for 561,374 common shares and purchase rights outstanding for 211,675 common shares.

Stock Subscription Offering--Beginning May 2012, the Company offered to eligible employees and nonemployee directors the right to subscribe to common shares of the Company at $19.70 per share in accordance with the

provisions of The Davey Tree Expert Company 2004 Omnibus Stock Plan and the rules of the Compensation Committee of the Company's Board of Directors (collectively, the "plan"). The offering period ended on August 1, 2012 and resulted in the subscription of 637,714 common shares for $12,563 at $19.70 per share.

Under the plan, a participant in the offering purchasing common shares for an aggregate purchase price of less than $5 had to pay with cash. All participants (excluding Company directors and officers) purchasing $5 or more of the common shares had an option to finance their purchase through a down-payment of at least 10% of the total purchase price and a seven-year promissory note for the balance due with interest at 2%. Payments on the promissory note can be made either by payroll deductions or annual lump-sum payments of both principal and interest.

Common shares purchased under the plan have been pledged as security for the payment of the promissory note and the common shares will not be issued until the promissory note is paid-in-full. Dividends will be paid on all subscribed shares, subject to forfeiture to the extent that payment is not ultimately made for the shares.

All participants in the offering purchasing in excess of $5 of common shares were granted a "right" to purchase one additional common share at a price of $19.70 per share for every three common shares purchased under the plan. As a result of the stock subscription, employees were granted rights to purchase 211,800 common shares. Each right may be exercised at the rate of one-seventh per year and will expire seven years after the date that the right was granted. Employees may not exercise a right should they cease to be employed by the Company.