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Note 15 - Stock-based Compensation | 12 Months Ended
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Dec. 31, 2017
Notes to Financial Statements |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 15 — STOCK-BASED COMPENSATION The Company makes an estimate of expected forfeitures and recognizes compensation costs only for those stock-based awards expected to vest. As of December 31, 2017, the total future compensation cost related to unvested stock-based awards that are expected to vest is $ 7.7 million, which will be recognized over a weighted average period of 1.2 years. During the years ended December 31, 2017, 2016 and 2015, the Company recorded compensation related to stock-based awards as follows :
|  | Year Ended December 31, |
|  | 2017 |  |  | 2016 |  |  | 2015 |
|  | (Dollars in thousands, except per share data) |
Cost of revenues |  | $ | 3,369 |  |  | $ | 2,400 |  |  | $ | 1,753 |
Selling and marketing expenses |  |  | 452 |  |  |  | 247 |  |  |  | 123 |
General and administrative expenses |  |  | 4,939 |  |  |  | 2,510 |  |  |  | 2,079 |
Total stock-based compensation expense |  |  | 8,760 |  |  |  | 5,157 |  |  |  | 3,955 |
Tax effect on stock-based compensation expense |  |  | 604 |  |  |  | 617 |  |  |  | 440 |
Net effect of stock-based compensation expense |  | $ | 8,156 |  |  | $ | 4,540 |  |  | $ | 3,515 |
During the fourth quarters of 2017, 2016 and 2015, the Company evaluated the trends in the stock-based award forfeiture rate and determined that the actual rates are 1.1%, 10.3% and 9.66%, respectively. This represents a decrease of 89.3%, and an increase of 7% and 20%, respectively, from prior estimates. As a result of the change in the estimated forfeiture rate, there was an immaterial impact on stock-based compensation expense for each of the respective periods. Valuation assumptions Prior to 2016, the fair value of each grant of stock-based awards was estimated using the Black-Scholes valuation model and the assumptions noted in the following table. The Company ’s expected term represented the period that the Company’s stock-based awards were expected to be outstanding. In the absence of enough historical information, the expected term was determined using the simplified method giving consideration to the contractual term and vesting schedule. Starting in 2016, the Company estimated the fair value of the stock-based awards using the Exercise Multiple-Based Lattice Model as it enables a degree of accounting for the complexities of option valuation and reduces the probability of a measurement error. The dividend yield forecast is expected to be 20% of the Company’s yearly net profit, which is equivalent to a 0.6% yearly weighted average dividend rate in the year ended December 31, 2017. The risk-free interest rate was based on the yield from U.S. constant treasury maturities bonds with an equivalent term. The forfeiture rate is based on trends in actual stock-based awards forfeitures. The Company calculated the fair value of each stock-based award on the date of grant based on the following assumptions :
|  | Year Ended December 31, |
|  | 2017 |  |  | 2016 |  |  | 2015 |
For stock options issued by the Company: |  |  |  |  |  |  |  |  |  |  |  |
Risk-free interest rates |  |  | 1.9 | % |  |  | 1.3 | % |  |  | 1.4 | %
Expected lives (in weighted average years) |  |  | 3.1 |  |  |  | 4.5 |  |  |  | 4.0 |
Dividend yield |  |  | 0.62 | % |  |  | 1.10 | % |  |  | 0.70 | %
Expected volatility (weighted average) |  |  | 27.2 | % |  |  | 30.7 | % |  |  | 29.2 | %
Forfeiture rate (weighted average) |  |  | 0.0 | % |  |  | 8.4 | % |  |  | 0.0 | %
Stock-based awards The 2004 Incentive Compensation Plan In 2004, the Company ’s Board of Directors adopted the 2004 Incentive Compensation Plan ( “2004 Incentive Plan”), which provides for the grant of the following types of awards: incentive stock options, non-qualified stock options, restricted stock, stock appreciation rights (“SARs”), stock units, performance awards, phantom stock, incentive bonuses, and other possible related dividend equivalents to employees of the Company, directors and independent contractors. Under the 2004 Incentive Plan, a total of 3,750,000 shares of the Company’s common stock have been reserved for issuance, all of which could be issued as options or as other forms of awards. Options and SARs granted to employees under the 2004 Incentive Plan cliff vest and are exercisable from the grant date as follows: 25% after 24 months, 25% after 36 months, and the remaining 50% after 48 months. Options granted to non-employee directors under the 2004 Incentive Plan cliff vest and are exercisable one year after the grant date. Vested shares may be exercised for up to ten years from the date of grant. The shares of common stock will be issued upon exercise of options or SARs from the Company’s authorized share capital. The 2004 Incentive Plan expired in May 2012 upon adoption of the 2012 Incentive Plan, except as to share based awards outstanding on that date. The 2012 Incentive Compensation Plan In May 2012, the Company ’s shareholders adopted the 2012 Incentive Compensation Plan ( “2012 Incentive Plan”), which provides for the grant of the following types of awards: incentive stock options, non-qualified stock options, restricted stock, SARs, stock units, performance awards, phantom stock, incentive bonuses, and other possible related dividend equivalents to employees of the Company, directors and independent contractors. Under the 2012 Incentive Plan, a total of 4,000,000 shares of the Company’s common stock have been reserved for issuance, all of which could be issued as options or as other forms of awards. Options and SARs granted to employees under the 2012 Incentive Plan will vest and become exercisable as follows: 25% vest 24 months after the grant date, an additional 25% vest 36 months after the grant date, and the remaining 50% vest 48 months after the grant date. Options granted to non-employee directors under the 2012 Incentive Plan will vest and become exercisable one year after the grant date. Vested stock-based awards may be exercised for up to ten years from the date of grant. The shares of common stock will be issued upon exercise of options or SARs from the Company’s authorized share capital. The 2012 Incentive Plan empowers our Board of Directors, in its discretion, to amend the 2012 Incentive Plan in certain respects. Consistent with its authority to amend the Incentive Plan, in February 2014 the Board adopted and approved certain amendments to the 2012 Incentive Plan. The key amendments are as follows: Increase of per grant limit: Section 15 (a) of the 2012 Incentive Plan was amended to allow the grant of up to 400,000 shares of our common stock with respect to the initial grant of an equity award to newly hired executive officers in any calendar year. This amendment was adopted by our stockholders on May 31, 2014; and Acceleration of vesting: Section 15 (l) of the 2012 Incentive Plan was amended to clarify our ability to provide in the applicable award agreement that part and/or all of the award will be accelerated upon the occurrence of certain pre-determined events and/or conditions, such as a "change in control" (as defined in the 2012 Incentive Plan, as amended). On February 11, 2014, the Company granted its Chief Financial Officer options to purchase 32,500 shares of common stock under the 2012 Incentive Plan. The exercise price of each option is $24.57, which represented the fair market value of the Company ’s common stock on the grant date. Such options will expire five years from the date of grant and will vest in equal annual installments over a period of three years from the grant date, subject to acceleration upon a change of control. The fair value of each stock option on the grant date was $5.78. The Company calculated the fair value of each stock option on the date of grant using the Black-Scholes valuation model based on the following assumptions:
Risk-free interest rates |  |  | 0.81 | %
Expected life (in years ) |  |  | 3.375 |
Dividend yield |  |  | 0.80 | %
Expected volatility |  |  | 33.50 | %
Forfeiture rat e |  |  | 0.00 | %
On April 2, 2014, the Company granted its newly appointed Chief Executive Officer options to purchase up to an aggregate of 400,000 shares of common stock under the 2012 Incentive Plan. The exercise price of each option is $29.52 per share, which represented the fair market value of the Company ’s common stock on the date of the grant. Options to purchase 300,000 shares of common stock will expire six years following the date of grant and will vest in equal annual installments over four years from the grant date, subject to acceleration in the event of a change of control. The remaining options to purchase 100,000 shares of common stock will vest on March 31, 2021, subject to acceleration associated with a change of control, and will expire seven and a half years from the date of grant. The fair value of each option on the grant date was $12.88 for grant of options to purchase 300,000 shares of common stock, and $8.33 for the grant of options to purchase 100,000 shares of common stock. The Company calculated the fair value of each stock option on the date of grant using the Black-Scholes valuation model based on the following assumptions:
|  | Grant of options to purchase 100,000 shares of common stock |  |  | Grant of options to purchase 300,000 shares of common stock |
Risk-free interest rates |  |  | 2.36 | % |  |  | 1.64 | %
Expected life (in years) |  |  | 7.25 |  |  |  | 4.75 |
Dividend yield |  |  | 0.90 | % |  |  | 0.90 | %
Expected volatility |  |  | 42.80 | % |  |  | 33.10 | %
On November 5, 2014, the Company granted its directors options to purchase 52,500 shares of common stock under the 2012 Incentive Plan. The exercise price of each option is $28.23, which represented the fair market value of the Company ’s common stock on the grant date. Such options will expire seven years from the date of grant and will fully vest one year from the grant date. The fair value of each stock option on the grant date was $7.01. The Company calculated the fair value of each stock option on the date of grant using the Black-Scholes valuation model based on the following assumptions:
Risk-free interest rates |  |  | 1.30 | %
Expected life (in years) |  |  | 4.0 |
Dividend yield |  |  | 0.70 | %
Expected volatility |  |  | 32.40 | %
Forfeiture rate |  |  | 0.00 | %
On November 3, 2015, the Company granted its directors options to purchase 45,000 shares of common stock under the 2012 Incentive Plan. The exercise price of each option is $38.24, which represented the fair market value of the Company ’s common stock on the grant date. Such options will expire seven years from the date of grant and will fully vest one year from the grant date. The fair value of each stock option on the grant date was $8.68. The Company calculated the fair value of each stock option on the date of grant using the Black-Scholes valuation model based on the following assumptions:
Risk-free interest rates |  |  | 1.35 | %
Expected life (in years) |  |  | 4.0 |
Dividend yield |  |  | 0.70 | %
Expected volatility |  |  | 29.20 | %
Forfeiture rate |  |  | 0.00 | %
On June 13, 2016, the Company granted its employees, an aggregate of 1,080,000 SARs under the Company ’s 2012 Incentive Plan. The exercise price of each SAR is $42.87, which represented the fair market value of the Company’s common stock on the grant date. Such SARs will expire six years from the date of the grant and will vest over 4 years as follows: 50% after two years; an additional 25% after three years and the remaining 25% after four years from the grant date. The fair value of each SAR on the grant date was $11.98 for senior management and $11.42 for other employees. The Company calculated the fair value of each SAR on the grant date using the Exercise Multiple-Based Lattice SAR-Pricing model based on the following assumptions:
Risk-free interest rate |  |  | 1.29 | %
Expected life (in years) |  |  | 6 |
Dividend yield |  |  | 1.14 | %
Expected volatility |  |  | 30.7 | %
Forfeiture rate: |  |  |  |
Senior management |  |  | 0.0 | %
Other employees |  |  | 10.5 | %
Sub-Optimal Exercise Factor: |  |  |  |
Senior management |  |  | 2.5 |
Other employees |  |  | 2.0 |
On November 8, 2016, the Company granted its directors, an aggregate of 60,000 SAR s under the Company’s 2012 Incentive Plan. The exercise price of each SAR is $47.46, which represented the fair market value of the Company’s common stock on the grant date. Such SARs will expire seven years from the date of the grant and will vest at the end of the first year from the grant date. The fair value of each SAR on the grant date was $14.51. The Company calculated the fair value of each SAR on the grant date using the Exercise Multiple-Based Lattice SAR-Pricing model based on the following assumptions:
Risk-free interest rate |  |  | 1.65 | %
Expected life (in years) |  |  | 7 |
Dividend yield |  |  | 1.1 | %
Expected volatility |  |  | 30.6 | %
Forfeiture rate |  |  | 0.0 | %
Sub-Optimal Exercise Factor |  |  | 2.5 |
On June 7, 2017, the Company granted its employees, an aggregate of 23,200 SAR ’s under the Company’s 2012 Incentive Plan. The exercise price of each SAR is $58.79, which represented the fair market value of the Company’s common stock on the grant date. Such SARs will expire five years from the date of the grant. Such SARs will vest according to a vesting schedule as follows: 50% on the first anniversary of the grant date and 25% on each of the third and fourth anniversaries of t he grant date. The fair value of each SAR on the grant date was $13.67. The Company calculated the fair value of each SAR on the grant date using the Exercise Multiple-Based Lattice SAR-Pricing model based on the following assumptions:
Risk-free interest rate |  |  | 1.74 | %
Expected life (in years) |  |  | 5 |
Dividend yield |  |  | 0.66 | %
Expected volatility |  |  | 26.3 | %
Forfeiture rate |  |  | 10.3 | %
Sub-Optimal Exercise Factor |  |  | 2 |
On August 4, 2017, the Company granted its directors, an aggregate of 30,000 options under the Company ’s 2012 Incentive Plan. The exercise price of each option is $57.97, which represented the fair market value of the Company’s common stock on the grant date. Such options will expire seven years from the date of the grant and will fully vest one year from the grant date. The fair value of each option on the grant date was $18.42. The Company calculated the fair value of each option on the grant date using the Exercise Multiple-Based Lattice SAR-Pricing model based on the following assumptions:
Risk-free interest rate |  |  | 2.08 | %
Expected life (in years) |  |  | 7 |
Dividend yield |  |  | 0.69 | %
Expected volatility |  |  | 29.4 | %
Forfeiture rate |  |  | 0.0 | %
Sub-Optimal Exercise Factor |  |  | 2.5 |
On November 8, 2017, the Company granted its directors and members of its senior management an aggregate of 108,771 SARs and 22,742 Restricted Stock Units (“RSUs”) under the Company ’s 2012 Incentive Plan. The exercise price of each SAR is $63.35, which represented the fair market value of the Company’s common stock on the grant date. Such SARs and RSUs will expire in six years and will vest according to a vesting schedule as follows: for the directors, 100% on the first anniversary of the grant date and for members of senior management, 25% on each of the first, second, third and fourth anniversaries of the grant date. The fair value of each SAR for the directors and members of senior management on the grant date was $17.6 and $17.7, respectively. The fair value of each RSU for the directors and members of senior management on the grant date was $62.9 and $62.3, respectively. The Company calculated the fair value of each SAR and RSU on the grant date using the Exercise Multiple-Based Lattice Pricing model based on the following assumptions:
Risk-free interest rate |  |  | 2.1 | %
Expected life (in years) |  |  | 6 |
Dividend yield |  |  | 0.6 | %
Expected volatility |  |  | 26.9 | %
Forfeiture rate |  |  | 0.0 | %
Sub-Optimal Exercise Factor |  |  | 2.5 |
|  | Year Ended December 31, |
|  | 2017 |  |  | 2016 |  |  | 2015 |
|  | Shares (In thousands) |  |  | Weighted Average Exercise Price |  |  | Shares (In thousands) |  |  | Weighted Average Exercise Price |  |  | Shares (In thousands) |  |  | Weighted Average Exercise Price |
Outstanding at beginning of year |  |  | 2,565 |  |  | $ | 33.36 |  |  |  | 2,438 |  |  | $ | 25.38 |  |  |  | 4,477 |  |  | $ | 27.48 |
Granted, at fair value: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Stock Options |  |  | 30 |  |  |  | 57.97 |  |  |  | 1,155 |  |  |  | 43.01 |  |  |  | 45 |  |  |  | 38.24 |
SARs* |  |  | 132 |  |  |  | 62.55 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
RSUs** |  |  | 23 |  |  |  | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Exercised |  |  | (1,181 | ) |  |  | 25.92 |  |  |  | (967 | ) |  |  | 25.33 |  |  |  | (1,589 | ) |  |  | 26.77 |
Forfeited |  |  | (21 | ) |  |  | 46.15 |  |  |  | (57 | ) |  |  | 24.12 |  |  |  | (125 | ) |  |  | 27.33 |
Expired |  |  | — |  |  |  | — |  |  |  | (4 | ) |  |  | 26.84 |  |  |  | (370 | ) |  |  | 45.78 |
Outstanding at end of year |  |  | 1,548 |  |  |  | 41.35 |  |  |  | 2,565 |  |  |  | 33.36 |  |  |  | 2,438 |  |  |  | 25.38 |
Options and SARs exercisable at end of year |  |  | 431 |  |  |  | 32.61 |  |  |  | 557 |  |  |  | 25.22 |  |  |  | 858 |  |  |  | 26.75 |
Weighted-average fair value of options and SARs granted during the year |  |  |  |  |  | $ | 22.82 |  |  |  |  |  |  | $ | 11.61 |  |  |  |  |  |  | $ | 8.68 |
__________
* | Upon exercise, SARs entitle the recipient to receive shares of common stock with a value equal to the increase in value of the award between the grant date and the exercise date.
** | An RSU represents the right to receive one share of common stock once certain vesting conditions are met. The value of an RSU is identical to the value of the underlying stock.
As of December 31, 2017, 894,437 shares of the Company’s common stock are available for future grants under the 2012 Incentive Plan. No shares of the Company’s common stock are available for future grants under the 2004 Incentive Plan as of such date. The following table summarizes information about stock-based awards outstanding at December 31, 2017 (shares in thousands):
|  |  |  | Options Outstanding |  |  | Options Exercisable |
Exercise Price |  |  | Number of Stock-based Awards Outstanding |  |  | Weighted Average Remaining Contractual Life in Years |  |  | Aggregate Intrinsic Value |  |  | Number of Stock-based Awards Exercisable |  |  | Weighted Average Remaining Contractual Life in Years |  |  | Aggregate Intrinsic Value |
$ | - |  |  |  | 23 |  |  |  | 3.9 |  |  |  | 1,455 |  |  |  | - |  |  |  | - |  |  |  | - |
| 20.13 |  |  |  | 35 |  |  |  | 1.3 |  |  |  | 1,533 |  |  |  | 35 |  |  |  | 1.3 |  |  |  | 1,533 |
| 23.34 |  |  |  | 176 |  |  |  | 1.4 |  |  |  | 7,150 |  |  |  | 176 |  |  |  | 1.4 |  |  |  | 7,150 |
| 25.65 |  |  |  | 10 |  |  |  | 0.3 |  |  |  | 398 |  |  |  | 10 |  |  |  | 0.3 |  |  |  | 398 |
| 35.15 |  |  |  | 15 |  |  |  | 5.1 |  |  |  | 432 |  |  |  | 15 |  |  |  | 5.1 |  |  |  | 432 |
| 38.24 |  |  |  | 15 |  |  |  | 4.8 |  |  |  | 386 |  |  |  | 15 |  |  |  | 4.8 |  |  |  | 386 |
| 42.87 |  |  |  | 1,074 |  |  |  | 4.5 |  |  |  | 22,651 |  |  |  | 143 |  |  |  | 4.5 |  |  |  | 3,005 |
| 47.46 |  |  |  | 38 |  |  |  | 5.9 |  |  |  | 619 |  |  |  | 38 |  |  |  | 5.9 |  |  |  | 619 |
| 57.97 |  |  |  | 30 |  |  |  | 6.6 |  |  |  | 180 |  |  |  | - |  |  |  | - |  |  |  | - |
| 58.79 |  |  |  | 23 |  |  |  | 4.5 |  |  |  | 120 |  |  |  | - |  |  |  | - |  |  |  | - |
| 63.35 |  |  |  | 109 |  |  |  | 5.9 |  |  |  | 66 |  |  |  | - |  |  |  | - |  |  |  | - |
|  |  |  |  | 1,548 |  |  |  | 4.2 |  |  | $ | 34,990 |  |  |  | 432 |  |  |  | 3.0 |  |  | $ | 13,523 |
The following table summarizes information about stock-based awards outstanding at December 31, 2016 (shares in thousands):
|  |  |  | Options Outstanding |  |  | Options Exercisable |
Exercise Price |  |  | Number of Stock-based Awards Outstanding |  |  | Weighted Average Remaining Contractual Life in Years |  |  | Aggregate Intrinsic Value |  |  | Number of Stock-based Awards Exercisable |  |  | Weighted Average Remaining Contractual Life in Years |  |  | Aggregate Intrinsic Value |
$ | 18.56 |  |  |  | 15 |  |  |  | 2.8 |  |  |  | 526 |  |  |  | 15 |  |  |  | 2.8 |  |  |  | 526 |
| 19.69 |  |  |  | 15 |  |  |  | 2.6 |  |  |  | 509 |  |  |  | 15 |  |  |  | 2.6 |  |  |  | 509 |
| 20.13 |  |  |  | 108 |  |  |  | 2.3 |  |  |  | 3,608 |  |  |  | 108 |  |  |  | 2.3 |  |  |  | 3,608 |
| 20.54 |  |  |  | 53 |  |  |  | 2.3 |  |  |  | 1,761 |  |  |  | 28 |  |  |  | 2.3 |  |  |  | 934 |
| 23.34 |  |  |  | 635 |  |  |  | 2.4 |  |  |  | 19,226 |  |  |  | 140 |  |  |  | 2.4 |  |  |  | 4,247 |
| 24.57 |  |  |  | 9 |  |  |  | 2.1 |  |  |  | 269 |  |  |  | 1 |  |  |  | 2.1 |  |  |  | 33 |
| 25.65 |  |  |  | 68 |  |  |  | 1.3 |  |  |  | 1,905 |  |  |  | 68 |  |  |  | 1.3 |  |  |  | 1,905 |
| 26.70 |  |  |  | 15 |  |  |  | 3.8 |  |  |  | 404 |  |  |  | 15 |  |  |  | 3.8 |  |  |  | 404 |
| 28.23 |  |  |  | 30 |  |  |  | 4.8 |  |  |  | 762 |  |  |  | 30 |  |  |  | 4.8 |  |  |  | 762 |
| 29.52 |  |  |  | 400 |  |  |  | 3.6 |  |  |  | 9,640 |  |  |  | 75 |  |  |  | 3.6 |  |  |  | 1,807 |
| 29.95 |  |  |  | 17 |  |  |  | 0.3 |  |  |  | 400 |  |  |  | 17 |  |  |  | 0.3 |  |  |  | 400 |
| 35.15 |  |  |  | 15 |  |  |  | 6.1 |  |  |  | 277 |  |  |  | - |  |  |  | - |  |  |  | - |
| 38.24 |  |  |  | 45 |  |  |  | 5.8 |  |  |  | 692 |  |  |  | 45 |  |  |  | 5.8 |  |  |  | 692 |
| 42.87 |  |  |  | 1,080 |  |  |  | 5.5 |  |  |  | 11,610 |  |  |  | - |  |  |  | - |  |  |  | - |
| 47.46 |  |  |  | 60 |  |  |  | 6.9 |  |  |  | 370 |  |  |  | - |  |  |  | - |  |  |  | - |
|  |  |  |  | 2,565 |  |  |  | 4.1 |  |  | $ | 51,959 |  |  |  | 557 |  |  |  | 2.7 |  |  | $ | 15,827 |
The aggregate intrinsic value in the above tables represents the total pretax intrinsic value, based on the Company ’s stock price of $63.96 and $53.62 as of December 31, 2017 and 2016, respectively, which would have potentially been received by the stock-based award holders had all stock-based award holders exercised their stock-based award as of those dates. The total number of in-the-money stock-based awards exercisable as of December 31, 2017 and 2016 was 431,387 and 557,350, respectively. The total pretax intrinsic value of options exercised during the year ended December 31, 2017 and 2016 was $38.9 million and $1 8 .0 million, respectively, based on the average stock price of $58.82 and $43.99 during the years ended December 31, 2017 and 2016, respectively.

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