XML 37 R19.htm IDEA: XBRL DOCUMENT v3.24.0.1
Common Shares, Redeemable Common Shares and Preferred Shares
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Common Shares, Redeemable Common Shares and Preferred Shares [Text Block] Common Shares, Redeemable Common Shares and Preferred Shares
Preferred Shares--We have authorized a class of 4,000,000 preferred shares, no par value, of which none were issued as of December 31, 2023.
Redeemable Common Shares-Our Davey 401KSOP and ESOP Plan includes a put option for shares of the Company’s common stock distributed from the plan. Due to the Company’s obligation under the put option, shares held in the Davey 401KSOP and ESOP Plan as well as distributed shares subject to the put option are reclassified from permanent equity to temporary equity. The number of redeemable common shares for each of the three years in the period ended December 31, 2023 was as follows: 2023--8,499,086; 2022--9,188,010; and 2021--9,391,790.
Common Shares--The number of common shares authorized is 96,000,000, par value $.50. The number of common shares issued during each of the three years in the period ended December 31, 2023 was as follows: 2023--77,328,434; 2022--76,639,510; and 2021--76,435,752. The number of shares in the treasury for each of the three years in the period ended December 31, 2023 was as follows: 2023--44,480,126; 2022--43,110,036; and 2021--41,325,298.
Our common and redeemable common shares are not listed or traded on an established public trading market, and market prices are, therefore, not available. Semiannually, an independent stock valuation firm assists with the appraisal of the fair market value of our common and redeemable common shares based upon our performance and financial condition. Since 1979, we have provided a ready market for all shareholders through our direct purchase of their common shares, although we are under no obligation to do so (other than repurchases pursuant to the put option under the Davey 401KSOP and ESOP Plan, as described in Note N). During 2023, purchases of common shares, both redeemable and common, totaled 3,972,974 shares for $78,076 in cash; we also had direct sales to directors and employees of 151,055 shares for $5,226, excluding those shares issued through either the exercise of options or the Employee Stock Purchase Plan. We also sold 721,546 shares to our 401(k) plan for $14,000 and issued 526,147 shares to participant accounts to satisfy our liability for the 2022 and 2023 employer match in the amount of $10,240. The liability accrued at December 31, 2023 for the 2023
employer match was $2,447. There were also 615,917 shares purchased during 2023 under the Employee Stock Purchase Plan. We also engaged in a subscription offering during 2022 which is described further below.
Common and Redeemable Shares Outstanding--The table below reconciles the activity of the common and redeemable shares outstanding:
Common Shares
Net of
Treasury Shares		Redeemable
Shares		Total
Shares outstanding, December 31, 2021
35,110,432 9,391,790 44,502,222 
Shares purchased(3,020,253)(1,145,329)(4,165,582)
Shares sold829,526 941,549 1,771,075 
Stock subscription offering, employee cash purchases152,800 — 152,800 
Options exercised456,969 — 456,969 
Shares outstanding, December 31, 2022
33,529,474 9,188,010 42,717,484 
Shares purchased(2,560,912)(1,412,062)(3,972,974)
Shares sold1,291,227 723,138 2,014,365 
Stock subscription offering, employee cash purchases13,662 — 13,662 
Options exercised574,857 — 574,857 
Shares outstanding, December 31, 2023
32,848,308 8,499,086 41,347,394 
On December 31, 2023, we had 41,347,394 common shares outstanding and employee options exercisable to purchase 1,488,455 common shares, and partially-paid subscriptions for 1,259,250 common shares and purchase rights outstanding for 455,754 common shares.
Stock 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.
A participant in the subscription offering who purchased common shares for an aggregate purchase price of less than $5 was required to pay with cash. All participants (excluding Company directors and officers) who purchased 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 promissory note with a term of seven years for the balance due with interest at 3.15%. Payments on the promissory 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.