11-K 1 form11-k12312014.htm 11-K Form 11-K 12.31.2014


 
 
 
 
 

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, 2014
 
 
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, 2014

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, 2014



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
 
 
 
 
 
 
 
 
By:
/s/ Joseph R. Paul                                                               
 
Date:
June 10, 2015
 
Joseph R. Paul
 
 
 
 
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, 2014
 
 
     Statement of Net Assets Available for Benefits--December 31, 2013
 
 
     Statement of Changes in Net Assets Available for Benefits--
      Year ended December 31, 2014
 
 
     Notes to Financial Statements--December 31, 2014
 
 
Supplemental Schedule
 
 
 
     Schedule H, Line 4i--Schedule of Assets (Held at End of Year)--
      December 31, 2014
 
 
     All other schedules are omitted as not applicable or not required.
 




- 3-


Report of Independent Registered Public Accounting Firm




Plan Administrator
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, 2014 and 2013, and the related statement of changes in net assets available for benefits for the year ended December 31, 2014. 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, 2014 and 2013, and the changes in its net assets available for benefits for the year ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.

The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2014, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.


 
 
 
/s/ Ernst & Young LLP


Akron, Ohio
June 10, 2015


F-1


The Davey 401KSOP and ESOP
Statement of Net Assets Available for Benefits
December 31, 2014



 
Nonparticipant
 
 
 
 
 
Directed
 
 
 
 
 
The Davey Tree
 
Participant
 
 
 
Expert
 
Directed
 
 
 
Company Stock
 
Investment
 
Total
 
Fund
 
Funds
 
December 31, 2014
Assets
 
 
 
 
 
Investments, at fair value:
 
 
 
 
 
 Common shares
$
111,008,094

 
$
10,527,102

 
$
121,535,196

 Mutual funds

 
79,152,155

 
79,152,155

 Common collective trust funds

 
6,398,272

 
6,398,272

Total investments
111,008,094

 
96,077,529

 
207,085,623

 
 
 
 
 
 
Receivables:
 
 
 
 
 
 The Davey Tree Expert Company contributions
2,890,024

 

 
2,890,024

 Participants' contributions

 
171,030

 
171,030

Total receivables
2,890,024

 
171,030

 
3,061,054

Net assets with investments at fair value
113,898,118

 
96,248,559

 
210,146,677

 
 
 
 
 
 
Adjustment to contract value:
 
 
 
 
 
Adjustment from fair value to contract value for fully benefit-responsive investment contracts

 
58,107

 
58,107

 

 

 
 
Net assets available for benefits
$
113,898,118

 
$
96,306,666

 
$
210,204,784

 
 
 
 
 
 
See notes to financial statements.
 
 
 
 
 


F-2


The Davey 401KSOP and ESOP
Statement of Net Assets Available for Benefits
December 31, 2013



 
Nonparticipant
 
 
 
 
 
Directed
 
 
 
 
 
The Davey Tree
 
Participant
 
 
 
Expert
 
Directed
 
 
 
Company Stock
 
Investment
 
Total
 
Fund
 
Funds
 
December 31, 2013
Assets
 
 
 
 
 
Investments, at fair value:
 
 
 
 
 
 Common shares
$
102,417,662

 
$
9,373,037

 
$
111,790,699

 Mutual funds

 
70,504,641

 
70,504,641

 Common collective trust funds

 
6,284,167

 
6,284,167

Total investments
102,417,662

 
86,161,845

 
188,579,507

 
 
 
 
 
 
Receivables:
 
 
 
 
 
 The Davey Tree Expert Company contributions
2,123,121

 

 
2,123,121

 Participants' contributions

 
6,317

 
6,317

Total receivables
2,123,121

 
6,317

 
2,129,438

Net assets with investments at fair value
104,540,783

 
86,168,162

 
190,708,945

 
 
 
 
 
 
Adjustment to contract value:
 
 
 
 
 
Adjustment from fair value to contract value for fully benefit-responsive investment contracts

 
(6,278
)
 
(6,278
)
 
 
 
 
 
 
Net assets available for benefits
$
104,540,783

 
$
86,161,884

 
$
190,702,667

 
 
 
 
 
 
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, 2014


 
Nonparticipant
 
 
 
 
 
Directed
 
 
 
 
 
The Davey Tree
 
Participant
 
 
 
Expert
 
Directed
 
Total
 
Company Stock
 
Investment
 
Year Ended
 
Fund
 
Funds
 
December 31, 2014
 
 
 
 
 
 
Additions to net assets attributed to:
 
 
 
 
 
Contributions:
 
 
 
 
 
Participants
$

 
$
8,805,278

 
$
8,805,278

The Davey Tree Expert Company:
 
 
 
 
 
Common shares
3,089,117

 

 
3,089,117

Net appreciation in fair value of investments
11,251,927

 
7,346,061

 
18,597,988

Dividends
719,959

 
1,081,289

 
1,801,248

Total additions
15,061,003

 
17,232,628

 
32,293,631

 
 
 
 
 
 
Deductions from net assets attributed to:
 
 
 
 
 
Distributions to participants:
 
 
 
 
 
Cash
3,624,315

 
7,054,056

 
10,678,371

Common shares
1,943,195

 

 
1,943,195

Administrative expenses
136,158

 
33,790

 
169,948

Total deductions
5,703,668

 
7,087,846

 
12,791,514

 
 
 
 
 
 
Net increase
9,357,335

 
10,144,782

 
19,502,117

 
 
 
 
 
 
Net assets available for benefits:
 
 
 
 
 
Beginning of year
104,540,783

 
86,161,884

 
190,702,667

End of year
$
113,898,118

 
$
96,306,666

 
$
210,204,784

 
 
 
 
 
 
See notes to financial statements.
 
 
 
 
 


F-4


The Davey 401KSOP and ESOP
Notes to Financial Statements
December 31, 2014

A.
Description of the Plan

The following description of The Davey 401KSOP and ESOP (the “Plan”) provides general information about the Plan's provisions. The Davey Tree Expert Company is the Plan Sponsor (the "Company" and "Sponsor"). Participants should refer to the Plan document for a more complete description of the Plan's provisions, copies of which may be obtained from the Plan Sponsor.
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 Company 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 last amended and restated effective January 1, 2010. 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.
Argent 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 Argent 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 ($17,500 for 2014, 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, limited to the first four percent of the participant's compensation deferred each year.
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.

F-5


The Davey 401KSOP and ESOP
Notes to Financial Statements
December 31, 2014

A.
Description of the Plan (continued)

Investment Options--Participants were provided with the following fund options, as of December 31, 2014, 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.

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.

Wells Fargo Advantage Dow Jones Target 2055 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.

F-6


The Davey 401KSOP and ESOP
Notes to Financial Statements
December 31, 2014

A.
Description of the Plan (continued)

JPMorgan Large Cap Growth Select Fund--Invests primarily in equity securities of large well-established companies, with long-term capital growth potential.

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

Ivy Mid Cap Growth Y Fund--Invests in common stocks of mid-sized companies, designed to provide growth of capital.

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

Metropolitan West Total Return Bond Fund--Invests in investment-grade fixed income securities with long-term growth potential.

T. Rowe Price Small Cap Stock Adv Fund--Invests in stocks of small sized companies with long-term capital growth potential.

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.

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 N35--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 receive distributions of vested benefits either in cash or common shares of the Company based on the participant's specific investments in Plan options. 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, although the Plan and the Company are under no obligation to repurchase the shares.


F-7


The Davey 401KSOP and ESOP
Notes to Financial Statements
December 31, 2014

A.
Description of the Plan (continued)

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, 2014, forfeited accounts totaled $330,291.
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.


B.
Summary of Significant Accounting Policies

Basis of Financial Statement Presentation--These 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.
 

F-8


The Davey 401KSOP and ESOP
Notes to Financial Statements
December 31, 2014

B.
Summary of Significant Accounting Policies (continued)

Adjustment 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 N35 (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.

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.

Recent Accounting Guidance--In May 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2015-07, “Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent),” (“ASU 2015-07”). ASU 2015-07 removes the requirement to categorize within the fair value hierarchy investments for which fair values are estimated using the net asset value practical expedient provided by FASB Accounting Standards Codification 820, “Fair Value Measurement.” Disclosures about investments in certain entities that calculate net asset value per share are limited under ASU 2015-07 to those investments for which the entity has elected to estimate the fair value using the net asset value practical expedient. ASU 2015-07 is effective for entities (other than public business entities) for fiscal years beginning after December 15, 2016, with retrospective application to all periods presented. Early application is permitted. Plan management is currently evaluating ASU 2015-07.






F-9


The Davey 401KSOP and ESOP
Notes to Financial Statements
December 31, 2014

C.
Investments and Fair Value Measurements

The following is a summary of assets held for investment.
 
December 31, 2014
 
December 31, 2013
 
 
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
4,037,714

 
$
121,535,196

*
4,234,496

 
$
111,790,699

*
 
 
 
 
 
 
 
 
 
Investments at Fair Value as Determined by Quoted Market Price
 
 
 
 
 
 
 
 
Wells Fargo Advantage Dow Jones Target Today
62,855

 
689,521

 
64,659

 
702,194

 
Wells Fargo Advantage Dow Jones Target 2010
43,473

 
572,542

 
36,599

 
481,641

 
Wells Fargo Advantage Dow Jones Target 2015
142,482

 
1,467,563

 
124,685

 
1,269,291

 
Wells Fargo Advantage Dow Jones Target 2020
397,131

 
6,056,252

 
329,795

 
4,976,605

 
Wells Fargo Advantage Dow Jones Target 2025
281,720

 
2,955,242

 
221,522

 
2,299,402

 
Wells Fargo Advantage Dow Jones Target 2030
250,358

 
4,193,497

 
195,292

 
3,230,137

 
Wells Fargo Advantage Dow Jones Target 2035
328,392

 
3,609,030

 
281,932

 
3,058,962

 
Wells Fargo Advantage Dow Jones Target 2040
281,439

 
5,420,507

 
228,214

 
4,331,499

 
Wells Fargo Advantage Dow Jones Target 2045
335,857

 
3,848,916

 
243,150

 
2,745,161

 
Wells Fargo Advantage Dow Jones Target 2050
210,957

 
2,314,200

 
162,946

 
1,758,182

 
Wells Fargo Advantage Dow Jones Target 2055
35,974

 
461,548

 
17,900

 
223,212

 
JP Morgan Large Cap Growth Select Fund
135,947

 
4,703,766

 
133,081

 
4,229,313

 
American Beacon Large Cap Value Fund
82,180

 
2,257,473

 
71,609

 
1,952,072

 
Ivy Mid Cap Growth Y Fund
105,698

 
2,466,985

 
106,950

 
2,555,039

 
Vanguard Index TR Total Stock  Market Fund
54,217

 
2,797,584

 
49,908

 
2,248,845

 
Metropolitan West Total Return Bond Fund
370,602

 
4,043,269

 

 

 
T. Rowe Price Small Cap Stock Adv Fund
167,949

 
7,378,010

 
169,332

 
7,479,379

 
Neuberger Berman Genesis Fund
113,737

 
4,142,318

 
112,282

 
4,685,524

 
Mutual Discovery Fund
371,322

 
12,183,078

*
362,525

 
12,050,315

*
PIMCO Total Return Fund Admin
261

 
2,780

 
316,983

 
3,388,546

 
Harbor International Fund Instl
10,763

 
697,226

 
10,513

 
746,553

 
Wells Fargo Index Fund
104,836

 
6,890,848

 
102,108

 
6,092,769

 
 
 
 
 
 
 
 
 
 
Investments at Estimated Fair Value
 
 
 
 
 
 
 
 
Stable Return Fund: Wells Fargo Stable Return Fund N35 **
131,715

 
6,398,272

 
130,743

 
6,284,167

 
Total Investments
 
 
$
207,085,623

 
 
 
$
188,579,507

 
 
 
 
 
 
 
 
 
 
* Investments that represent 5% or more of the fair value of net assets available for benefits as of the date indicated.
 
** The contract value was $6,456,379 as of December 31, 2014 and $6,277,889 as of December 31, 2013.
 


F-10


The Davey 401KSOP and ESOP
Notes to Financial Statements
December 31, 2014

C.
Investments and Fair Value Measurements (continued)

During the year ended December 31, 2014, 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, 2014
The Davey Tree Expert Company common shares
$
12,346,792

Mutual funds
6,185,699

Common collective trust funds
65,497

Net appreciation in fair value of investments
$
18,597,988


Fair Value Measurements
Financial Accounting Standards Board Accounting Standard Codification 820, “Fair Value of Measurements and Disclosures (“Topic 820”)” defines fair value based on the price that would be received to sell an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are defined as buyers or sellers in the principal or most advantageous market for the asset or liability that are independent of the reporting entity, knowledgeable and able and willing to transact for the asset or liability.

Valuation Hierarchy--Topic 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The hierarchy prioritizes the inputs into three broad levels:

Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
Level 2 inputs are observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data.
Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

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, 2014 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

F-11


The Davey 401KSOP and ESOP
Notes to Financial Statements
December 31, 2014

C.
Investments and Fair Value Measurements (continued)

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.

Mutual Funds--Mutual funds are public investment vehicles valued using publicly-available net asset values (“NAVs”). The NAV is a quoted price in an active market and classified within Level 1 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 N35 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, 2014 were as follows:

 
 
 
 
Fair Value Measurements at December 31, 2014 Using:
 
 
Total
 
Quoted prices
 
Significant
 
Significant
 
 
Carrying
 
in
 
other observable
 
unobservable
Investments Recorded at Fair Value on a Recurring Basis
 
Value at
 
active markets
 
inputs
 
inputs
 
December 31, 2014
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
 
 
 
 
 
 
 
 
Common shares
 
$
121,535,196

 
$

 
$
121,535,196

 
$

Mutual funds
 
79,152,155

 
79,152,155

 

 

Common collective trust funds
 
6,398,272

 

 
6,398,272

 

 
 
$
207,085,623

 
$
79,152,155

 
$
127,933,468

 
$


The Plan's investments measured at fair value on a recurring basis at December 31, 2013 were as follows:

 
 
 
 
Fair Value Measurements at December 31, 2013 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, 2013
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
 
 
 
 
 
 
 
 
Common shares
 
$
111,790,699

 
$

 
$
111,790,699

 
$

Mutual funds
 
70,504,641

 
70,504,641

 

 

Common collective trust funds
 
6,284,167

 

 
6,284,167

 

 
 
$
188,579,507

 
$
70,504,641

 
$
118,074,866

 
$




F-12


The Davey 401KSOP and ESOP
Notes to Financial Statements
December 31, 2014

D.
Concentration of Market Risks and Other Uncertainties

The Plan had investments in the common stock of The Davey Tree Expert Company at December 31, 2014 of $121,535,196, approximating 57.8% of net assets, and at December 31, 2013 of $111,790,699, approximating 58.6% of net assets.

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 investment choices 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 by ERISA. Fees paid to trustees during 2014 totaled $114,878.


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, to the extent not already vested.


G.
Tax Status of the Plan

The Internal Revenue Service (the "IRS") has determined and informed the Company, in a letter dated September 17, 2013, 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 Sponsor believes that the Plan is operated in compliance with the applicable requirements of the Code and therefore, believes the Plan, is qualified and the related trust is tax exempt.

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 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, 2014, 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 2011. Currently, no audits relative to the Plan are in progress.


F-13


The Davey 401KSOP and ESOP
Notes to Financial Statements
December 31, 2014

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,
 
2014
 
2013
Statements of Net Assets Available for Benefits:
 
 
 
Net assets available for benefits per the financial statements
$
210,204,784

 
$
190,702,667

Adjustment from contract value to fair value for fully benefit-responsive investment contracts
(58,107
)
 
6,278

Net assets available for benefits per the expected Form 5500, at fair value
$
210,146,677

 
$
190,708,945

 
 
 
 
 
 
 
Year Ended
 
 
 
December 31, 2014
Statement of Changes in Net Assets Available for Benefits:
 
 
 
Net increase in net assets available for benefits per the financial statements
 
 
$
19,502,117

Adjustment from fair value to contract value for fully benefit-responsive investment contracts:
 
 
 
At the beginning of the year
 
 
(6,278
)
At the end of the year
 
 
(58,107
)
 
 
 
(64,385
)
Net increase in net assets available for benefits per the expected Form 5500
 
 
$
19,437,732


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, 2014
(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; 4,037,714 shares
 
$
29,391,405

 
$
121,535,196

 
 
Mutual Funds:
 
 
 
 
 
 
*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Advantage Dow Jones Target Today Fund--62,855 shares
 
 **
 
689,521

*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Advantage Dow Jones Target 2010 Fund--43,473 shares
 
 **
 
572,542

*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Advantage Dow Jones Target 2015 Fund--142,482 shares
 
 **
 
1,467,563

*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Advantage Dow Jones Target 2020 Fund--397,131 shares
 
 **
 
6,056,252

*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Advantage Dow Jones Target 2025 Fund--281,720 shares
 
 **
 
2,955,242

*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Advantage Dow Jones Target 2030 Fund--250,358 shares
 
 **
 
4,193,497

*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Advantage Dow Jones Target 2035 Fund--328,392 shares
 
 **
 
3,609,030

*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Advantage Dow Jones Target 2040 Fund--281,439 shares
 
 **
 
5,420,507

*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Advantage Dow Jones Target 2045 Fund--335,857 shares
 
 **
 
3,848,916

*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Advantage Dow Jones Target 2050 Fund--210,957 shares
 
 **
 
2,314,200

*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Advantage Dow Jones Target 2055 Fund--35,974 shares
 
 **
 
461,548

 
 
JPMorgan
 
JPMorgan Large Cap Growth Select Fund--
135,947 shares
 
 **
 
4,703,766

 
 
American Beacon
 
American Beacon Large Cap Value
Fund--82,180 shares
 
 **
 
2,257,473

 
 
Ivy Funds Group
 
Ivy Mid Cap Growth Y Fund--
105,698 shares
 
 **
 
2,466,985

 
 
Vanguard
 
Vanguard Index TR Total Stock Market Fund--54,217 shares
 
 **
 
2,797,584

 
 
Metropolitan West
 
Metropolitan West Total Return Bond Fund--370,602 shares
 
 **
 
4,043,269

 
 
T. Rowe Price
 
T. Rowe Price Small Cap Stock Adv
Fund--167,949 shares
 
 **
 
7,378,010

 
 
Neuberger Berman Group
 
Neuberger Berman Genesis
Fund--113,737 shares
 
 **
 
4,142,318

 
 
Franklin Templeton
 
Mutual Discovery Fund--
371,322 shares
 
 **
 
12,183,078

 
 
PIMCO
 
PIMCO Total Return Fund
Admin--261 units
 
 **
 
2,780

 
 
Harbor Group
 
Harbor International Fund Instl--
10,763 shares
 
 **
 
697,226

*
 
Wells Fargo Bank Minnesota, N.A.
 
Wells Fargo Index Fund--
104,836 units
 
 **
 
6,890,848

 
 
 
 
 
 
 
 
 
 
 
Common Collective Trust Funds:
 
 
 
 
 
 
*
 
Wells Fargo Bank Minnesota, N.A. (A)
 
Wells Fargo Stable Return Fund N35--131,715 units
 
5,914,506

 
6,398,272

 
 
 
 
Investments at Fair Value
 
 
 
$
207,085,623

 
 
 
 
 
 
 
 
 
*
 
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