11.

SHAREHOLDERS’ EQUITY

At-the-Market Offering Program

On August 23, 2017, we entered into a sales agreement with Robert W. Baird & Co. Inc., which enabled the Company to issue and sell shares of Common stock in one or more negotiated transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), for a maximum aggregate offering amount of up to $250,000 (the “ATM Program”). The offer and sale of our Common stock pursuant to the ATM Program was registered under the Securities Act pursuant to our automatically effective shelf registration statement on Form S-3 (File No. 333-207831).

During the quarter and nine months ended September 30, 2017, we sold 35,000 shares of Common stock under the ATM Program for net proceeds of $5,391. Direct costs of $285 incurred in connection with the offering were charged against the proceeds from the sale of Common stock and reflected as a reduction of paid-in capital. At September 30, 2017, $244,560 remained available for sale under the Sales Agreement. As of December 31, 2017, we had completed the offering of shares under the ATM Program. The net proceeds were primarily used to repay outstanding debt and for general corporate purposes.

Common Stock Dividends

We paid cash dividends of $1.45, $1.25, $4.15 and $3.35 per share of both Common stock and Class B common stock during the quarters and nine months ended September 30, 2018 and 2017, respectively.

Non-Vested Restricted Stock

During the quarters and nine months ended September 30, 2018 and 2017, we granted 10,000, 9,000, 110,109 and 164,899 shares of non-vested restricted stock, respectively.

During the quarters and nine months ended September 30, 2018 and 2017, 8,830, 12,354, 21,754 and 32,454 shares of Common stock, respectively, with aggregate fair market values of $1,562, $1,893, $3,775 and $4,664, respectively, 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 and nine months ended September 30, 2018 and 2017, 8,600, 9,084, 53,184 and 25,084 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, 2018 and 2017, was $856, $801, $4,837 and $2,111, respectively.

During the quarter and nine months ended September 30, 2018, 376 shares of Common stock with an aggregate fair market value of $69 and 7,027 shares of Common stock with an aggregate fair market value of $1,269, respectively, 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, 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. These shares were retired upon delivery.

Employee Stock Purchase Plan

During the quarters and nine months ended September 30, 2018 and 2017, 2,235, 2,718, 6,716 and 6,977 shares of Common stock, respectively, were issued under our employee stock purchase plan for which we received net proceeds of $382, $402, $1,142 and $1,004, respectively.

401(k) Plan

During the nine months ended September 30, 2018 and 2017, we issued 17,318 and 16,389 shares of Common stock, respectively, to our profit sharing retirement plan, representing the Common stock discretionary matching contributions of $2,945 and $2,428, respectively.

Non-controlling Interest

As described under the heading “Joint Ventures with Carrier Corporation” in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operation” contained in this Quarterly Report on Form 10-Q, we maintain three joint ventures with Carrier that we describe as Carrier Enterprise I, Carrier Enterprise II and Carrier Enterprise III. We have an 80% controlling interest in Carrier Enterprise I and Carrier Enterprise II and a 60% controlling interest in Carrier Enterprise III. Carrier owns the remaining non-controlling interests in such joint ventures. The following table reconciles shareholders’ equity attributable to Carrier’s non-controlling interests:


Non-controlling interest at December 31, 2017	$	253,024
Net income attributable to non-controlling interest		44,188
Foreign currency translation adjustment		(2,762	)
Distributions to non-controlling interest		(2,178	)
Investment in unconsolidated entity		752
Gain recorded in accumulated other comprehensive loss		305
Gain reclassified from accumulated other comprehensive loss into earnings		(23	)

Non-controlling interest at September 30, 2018	$	293,306