8. Stock Plans

12 Months Ended

Dec. 31, 2017

Compensation Related Costs [Abstract]

Stock Plans

At December 31, 2017, we had three stock-based compensation plans which are described more fully below. We account for our plans under ASC 718, and the disclosures that follow are based on applying ASC 718.

Our Amended and Restated 2006 Equity Incentive Plan, or 2006 Plan, provides for awards to key employees, non-employee directors and consultants of incentive and nonqualified stock options, restricted stock, restricted stock units, deferred stock units, stock appreciation rights, performance shares and other stock-based awards. Under the 2006 Plan, 200,000 shares, in the aggregate, of common stock have been reserved for awards. The purchase price of shares issued on the exercise of options must be at least equal to the fair market value of such shares on the date of grant. The options granted become exercisable and expire as determined by the Compensation Committee. As of December 31, 2017, there remained 24,373 shares reserved for future stock-based awards under the 2006 Plan.

In May 2007, we adopted our Deferred Compensation Plan for Non-Employee Directors (as amended, the “Deferred Compensation Plan”), and 2,500 shares of our common stock were initially reserved for issuance thereunder. This plan allows our non-employee directors to elect to receive stock units in lieu of all or part of the cash fees they are receiving for their services as directors. On the first business day of each calendar year, each participating non-employee director is credited with a number of stock units determined on the basis of the foregone cash fees and the closing price of our common stock on the next preceding date on which shares of our stock were traded. The stock units are converted to shares of our common stock on a one-for-one basis at a future date as elected in advance by the director, but no later than the January following the year in which the director ceases to serve on the Board of Directors, and the shares are delivered to the director. As of December 31, 2017, there remained 1,548 shares of common stock reserved for issuance upon the conversion of stock units which may be credited in the future to non-employee directors.

In May 2007, we also adopted our Non-Employee Director Stock Purchase Plan, (as amended, the “Director Stock Purchase Plan”), and 2,500 shares of our common stock were initially reserved for issuance thereunder. Under this plan, our non-employee directors may elect to receive on the first business day of the calendar year fully-vested stock and restricted stock in lieu of some or all of their fees payable to them during such year. The foregone fees are converted into shares of fully-vested stock and restricted stock on the first business day of such calendar year based on the closing price of our common stock on the next preceding date on which shares of our stock were traded. The restricted stock vests in equal amounts on the first day of the next three succeeding calendar quarters provided the non-employee director is then serving on our Board of Directors. As of December 31, 2017, there remained 1,126 shares reserved for issuance under such plan.

A summary of stock option transactions for the year ended December 31, 2017 is presented below:

Options	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term
Outstanding at December 31, 2016		50,000		$	204.76
Granted		20,000		$	501.03
Exercised		(50,000	)	$	204.76
Outstanding at December 31, 2017		20,000		$	501.03	5.3 years
Exercisable at December 31, 2017		--			--	--

All nonvested options outstanding at December 31, 2017 are expected to vest. None of our grants includes performance-based or market-based vesting conditions. We estimate the fair value of stock options granted using the Black-Scholes option-pricing formula and a single option award approach. Our Black-Scholes valuation uses a volatility factor based on our historical stock trading history, a risk-free interest rate based on the implied yield currently available on U.S. Treasury securities with an equivalent term, and a dividend yield based on our dividend history. Our expected life assumption represents the period that our stock-based awards are expected to be outstanding and was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior.

There were no options granted in 2016 and 2015. The fair value for the options granted in 2017 was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions:

	2017	2016	2015
Risk-free interest rate	2.13%	--	--
Dividend yield	0.85%	--	--
Volatility factor	25.45%	--	--
Expected life	5 years	--	--

The weighted average grant date fair value of the options granted in 2017 was $130.35. The total intrinsic value of options exercised during 2017 was $16.5 million. The total intrinsic value of options outstanding at December 31, 2017 was $2.6million. There were no exercisable options at December 31, 2017.

During 2017, we granted two awards of restricted stock under the 2006 Plan. Under the terms of our restricted stock awards, the restrictions usually lapse over a five-year period. Both awards include restrictions on transfer for a two-year period following vesting. During the vesting period, holders of restricted stock have voting rights and earn dividends, but the shares may not be sold, assigned, transferred, pledged or otherwise encumbered. Nonvested shares are generally forfeited on termination of employment unless otherwise provided in the participant’s employment agreement or the termination is in connection with a change in control. We calculated the weighted average fair value per share of the restricted stock awarded in 2017 using the market value of our common stock on the date of the grant with a discount for post-vesting restrictions of 11.2%.   We estimated this discount using the Chaffe protective put method.  A summary of changes in nonvested restricted stock for the year ended December 31, 2017 is presented below:

Nonvested Shares	Shares	Weighted Average Award Date Fair Value Per Share
Restricted stock at December 31, 2016	1,500	$ 228.08
Granted in 2017	5,900	$ 445.47
Vested in 2017	(1,500)	$ 228.08
Restricted stock at December 31, 2017	5,900	$ 445.47

All shares of nonvested restricted stock outstanding at December 31, 2017 are expected to vest. The total fair value of restricted stock vested during 2017, 2016 and 2015 was $803,000, $1,177,000 and $1,086,000, respectively.

During 2017, restricted stock units were awarded to certain employees under the 2006 Plan. All of our restricted stock units are convertible to shares of stock on a one-for-one basis when the restrictions lapse, which is generally after a five-year period. Nonvested stock units are generally forfeited on termination of employment unless the termination is in connection with a change in control. During the vesting period, holders of all restricted stock units earn dividends in the form of additional units. During 2017, one non-employee director elected to receive stock units in lieu of a portion of his cash fees for his services as a member of the Board of Directors.

A summary of changes in stock units for the year ended December 31, 2017, is presented below:

Nonvested Stock Units	Restricted Stock Units			Weighted Average Award Date Fair Value Per Unit		Director’s Stock Units			Weighted Average Award Date Fair Value Per Unit
Nonvested at December 31, 2016		9,388		$	258.69		--
Granted		1,420		$	616.41		11		$	535.07
Vested		(4,608	)	$	230.90		(11	)	$	535.07
Nonvested at December 31, 2017		6,200		$	361.28		--

All nonvested restricted stock units at December 31, 2017 are expected to vest. The total intrinsic value of all outstanding stock units which were not convertible at December 31, 2017, including 468 stock units held for the accounts of non-employee directors, was $4,205,000. The total fair value of directors’ stock units that vested during 2017, 2016, and 2015 was $6,000, $10,000 and $5,000, respectively.

Stock awards that vested immediately were awarded under the 2006 Plan to non-employee directors totaling $312,000 in value in 2017 and $240,000 in value in each of 2016 and 2015. Compensation related to stock awards, restricted stock and stock units is based on the fair market value of the stock on the date of the award. These fair values are then amortized on a straight-line basis over the requisite service periods of the entire awards, which is generally the vesting period. Compensation related to stock options is based on the fair value of stock options granted using the Black-Scholes option-pricing formula and a single option award approach.

For the years ended December 31, 2017, 2016 and 2015, we recorded stock-based compensation expense as a G&A expense in the amount of $1,602,000, $1,566,000 and $1,841,000, respectively, for all of the above mentioned stock-based compensation arrangements. The total tax benefit recognized in the income statement from stock-based compensation arrangements for the years ended December 31, 2017, 2016 and 2015, was $6,342,000, $1,235,000 and $644,000, respectively. The 2017 and 2016 tax benefit amounts include $5,782,000 and $687,000, respectively, of excess tax benefits within income tax expense as a result of the adoption of ASU 2016-09. Excess tax benefits of $156,000 were recognized during 2015 as additional paid-in capital and is shown as a financing activity in our consolidated statements of cash flows for such year.

Unrecognized compensation cost information for our various stock-based compensation types is shown below as of December 31, 2017:

	Unrecognized Compensation Cost		Weighted Average Remaining Years in Amortization Period
Stock options	$	2,246,000		4.3
Restricted stock		2,264,000		4.3
Restricted stock units		1,114,000		3.8
Total	$	5,624,000

We have a policy of utilizing treasury shares to satisfy stock option exercises, stock unit conversions and restricted stock awards.