Per Share Amounts and Common Shares Outstanding

9 Months Ended

Sep. 30, 2023

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, 2023		October 1, 2022		September 30, 2023		October 1, 2022
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 Shares Net of Treasury Shares	Redeemable Shares	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-year promissory note for the balance due with interest at the greater of 2.00% or the applicable federal rate in effect as of August 1, 2022, which was 3.15%. 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 in the offering were 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 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 years after the date that the right was granted. A purchaser may not exercise a right once he or she ceases to be the Company's employee or non-employee director, as applicable.