9.	SHAREHOLDERS’ EQUITY

At-the-Market Offering Program

On August 23, 2017, we entered into a sales agreement with Robert W. Baird & Co. Inc. (the “Agent”), which we refer to as the Sales Agreement, pursuant to which we may issue and sell shares of our Common stock, from time to time, having a maximum aggregate offering price of up to $250,000 through the Agent. Sales, if any, may be made in one or more negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933. The offering of shares in accordance with the Sales Agreement has been registered pursuant to our automatically effective shelf registration statement on Form S-3 (File No. 333-207831).

We intend to use the net proceeds, if any, from the sale of shares pursuant to the Sales Agreement for general corporate purposes, which may include, without limitation, the acquisition of complementary businesses, the repayment of outstanding indebtedness, capital expenditures and working capital. The Sales Agreement contains customary representations, warranties and covenants. We believe we were in compliance with all covenants at September 30, 2017.

During the quarter and nine months ended September 30, 2017, we sold 35,000 shares of Common stock under the Sales Agreement for net proceeds of $5,391, after $49 of compensation paid to the Agent. Direct costs of $285 incurred in connection with the offering were charged against the proceeds from the sale of Common stock and were accounted for as a reduction of paid-in capital. At September 30, 2017, $244,560 remained available for sale under the Sales Agreement.

Common Stock Dividends

We paid cash dividends of $1.25, $0.85, $3.35 and $2.55 per share of Common stock and Class B common stock during the quarters and nine months ended September 30, 2017 and 2016, respectively.

Non-Vested Restricted Stock

During the quarters ended September 30, 2017 and 2016, we granted 9,000 and 23,803 shares of non-vested restricted stock, respectively. During the nine months ended September 30, 2017 and 2016, we granted 164,899 and 135,981 shares of non-vested restricted stock, respectively.

During the quarter ended September 30, 2017, 12,354 shares of Common stock with an aggregate fair market value of $1,893 were withheld as payment in lieu of cash to satisfy tax withholding obligations in connection with the vesting of non-vested restricted stock. During the nine months ended September 30, 2017, 32,454 shares of Common stock with an aggregate fair market value of $4,664 were withheld as payment in lieu of cash to satisfy tax withholding obligations in connection with the vesting of non-vested restricted stock. These shares were retired upon delivery. During the quarter ended September 30, 2016, an aggregate of 2,936 shares of Common stock with an aggregate fair market value of $419 were withheld as payment in lieu of cash to satisfy tax withholding obligations in connection with the vesting of non-vested restricted stock. During the nine months ended September 30, 2016, an aggregate of 30,413 shares of Common and Class B common stock with an aggregate fair market value of $3,967 were withheld as payment in lieu of cash to satisfy tax withholding obligations in connection with the vesting of non-vested restricted stock. These shares were retired upon delivery.

Exercise of Stock Options

During the quarters ended September 30, 2017 and 2016, 9,084 and 23,584 stock options, respectively, were exercised for Common stock. During the nine months ended September 30, 2017 and 2016, 25,084 and 58,084 stock options, respectively, were exercised for Common stock. Cash received from common stock issued as a result of stock options exercised during the quarters and nine months ended September 30, 2017 and 2016, was $801, $1,834, $2,111 and $4,092, respectively.

During the quarter and nine months ended September 30, 2017, 350 shares of Common stock with an aggregate fair market value of $53 were withheld as payment in lieu of cash for stock option exercises and related tax withholdings. During the quarter and nine months ended September 30, 2016, 348 shares of Common stock with an aggregate fair market value of $51 were withheld as payment in lieu of cash for stock option exercises and related tax withholdings. These shares were retired upon delivery.

Employee Stock Purchase Plan

During the quarters ended September 30, 2017 and 2016, 2,718 and 2,084 shares of Common stock were issued under our employee stock purchase plan for which we received net proceeds of $402 and $286, respectively. During the nine months ended September 30, 2017 and 2016, 6,977 and 6,915 shares of Common stock were issued under our employee stock purchase plan for which we received net proceeds of $1,004 and $870, respectively.

401(k) Plan

During the nine months ended September 30, 2017 and 2016, we issued 16,389 and 20,045 shares of Common stock, respectively, to our profit sharing retirement plan, representing the Common stock discretionary matching contribution of $2,428 and $2,348, respectively.

Non-controlling Interest

Of our three joint ventures with Carrier, we have a 60% controlling interest in one and an 80% controlling interest in each of the other two, while Carrier has either a 40% or 20% non-controlling interest in such joint ventures, as applicable. The following table reconciles shareholders’ equity attributable to Carrier’s non-controlling interest:


Non-controlling interest at December 31, 2016	$	245,920
Net income attributable to non-controlling interest		39,668
Contribution for unconsolidated entity		12,720
Foreign currency translation adjustment		6,577
Decrease in non-controlling interest in Carrier Enterprise II		(17,463	)
Distributions to non-controlling interest		(6,799	)
Loss recorded in accumulated other comprehensive loss		(408	)
Gain reclassified from accumulated other comprehensive loss into earnings		(319	)

Non-controlling interest at September 30, 2017	$	279,896