NOTE 7. — SHAREHOLDERS’ EQUITY

A summary of the changes in shareholders’ equity for the years ended December 31, 2017, 2016 and 2015, is as follows (in thousands):

	Common Stock				Additional Paid-in		Dividends Paid in Excess
	Shares		Amount		Capital		of Earnings			Total
BALANCE, DECEMBER 31, 2014		33,417	$	334	$	463,314	$	(56,624	)	$	407,024
Net earnings								37,410			37,410
Dividends declared — $1.15 per share								(38,897	)		(38,897	)
Stock-based compensation and settlements		5		—		1,024		—			1,024
BALANCE, DECEMBER 31, 2015		33,422	$	334	$	464,338	$	(58,111	)	$	406,561
Net earnings								38,411			38,411
Dividends declared — $1.03 per share								(35,385	)		(35,385	)
Shares issued pursuant to ATM Program, net	653		7			14,879		—			14,886
Shares issued pursuant to stock dividends	256		3			4,409		—			4,412
Shares issued pursuant to dividend reinvestment	43			—		897		—			897
Stock-based compensation and settlements		19		—		1,136		—			1,136
BALANCE, DECEMBER 31, 2016		34,393	$	344	$	485,659	$	(55,085	)	$	430,918
Net earnings								47,186			47,186
Dividends declared — $1.16 per share								(43,675	)		(43,675	)
Shares issued pursuant to Equity Offering, net		4,715	47			104,265		—			104,312
Shares issued pursuant to ATM Program, net		513		5		13,523		—			13,528
Shares issued pursuant to dividend reinvestment		48		1		1,270		—			1,271
Stock-based compensation and settlements		27		—		155		—			155
BALANCE, DECEMBER 31, 2017		39,696	$	397	$	604,872	$	(51,574	)	$	553,695

On March 1, 2017, our Board of Directors granted 94,250 restricted stock units (“RSU” or “RSUs”) under our Amended and Restated 2004 Omnibus Incentive Compensation Plan. We have a stock option plan (the “Stock Option Plan”) under which our authorization to grant options has expired. As of December 31, 2017, there were no options outstanding. As of December 31, 2016, there were 5,000 options outstanding which were exercisable at $27.68 and expired on May 15, 2017. As of December 31, 2016, the 5,000 stock options outstanding had no intrinsic value.

On October 24, 2017, our Board of Directors approved Articles Supplementary to our Articles of Incorporation, as amended, to reclassify 10,000,000 authorized shares of preferred stock, par value $.01 per share, into the same number of authorized but unissued shares of common stock, par value $.01 per share, subject to further classification or reclassification and issuance by our Board of Directors. The Articles Supplementary were filed with the Maryland State Department of Assessments and Taxation on October 25, 2017, and became effective on that date.

Equity Offering

On July 10, 2017, we entered into an underwriting agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and KeyBanc Capital Markets Inc., as representatives of the several underwriters (the “Underwriters”), pursuant to which we sold to the Underwriters 4,100,000 shares of common stock (the “Equity Offering”). Pursuant to the terms of the Underwriting Agreement, we granted the Underwriters a 30-day option to purchase up to an additional 615,000 shares of common stock. We received net proceeds from the Equity Offering, including the full exercise by the Underwriters of their option to purchase additional shares, of $104,312,000 after deducting the underwriting discount and offering expenses. The net proceeds of the Equity Offering were used to repay amounts outstanding under our Revolving Facility and subsequently were used to fund the Empire Transaction and Applegreen Transaction.

ATM Program

In June 2016, we established an at-the-market equity offering program (the “ATM Program”), pursuant to which we may issue and sell shares of our common stock with an aggregate sales price of up to $125,000,000 through a consortium of banks acting as agents. Sales of the shares of common stock may be made, as needed, from time to time in at-the-market offerings as defined in Rule 415 of the Securities Act of 1933, including by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or as otherwise agreed to with the applicable agent. We incurred $360,000 of stock issuance costs in the establishment of the ATM Program. Stock issuance costs consisted primarily of underwriters' fees and legal and accounting fees.

During the years ended December 31, 2017 and 2016, we issued 513,000 and 653,000 shares of common stock, respectively, and received net proceeds of $13,528,000 and $14,886,000, respectively. Future sales, if any, will depend on a variety of factors to be determined by us from time to time, including among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and potential uses of funding available to us.

Dividends

For the year ended December 31, 2017, we paid regular quarterly cash dividends of $39,299,000 or $1.12 per share. For the year ended December 31, 2016, we paid dividends of $40,643,000 or $1.22 per share (which consisted of $33,202,000 or $1.00 per share of regular quarterly cash dividends and a $7,441,000 or $0.22 per share special cash and stock dividend).

On November 25, 2015, our Board of Directors declared a special dividend of $0.22 per share payable in either cash or common stock. The aggregate amount of cash to be distributed by the Company was a minimum of 20% of the total distribution and a maximum of 40% of the total distribution, with the remainder to be paid in shares of common stock. As a result, we made cash payments aggregating $2,941,000 and issued 255,747 shares of common stock to our shareholders.

Dividend Reinvestment Plan

Our dividend reinvestment plan provides our common stockholders with a convenient and economical method of acquiring additional shares of common stock by reinvesting all or a portion of their dividend distributions. During the years ended December 31, 2017 and 2016, we issued 47,922 and 42,681 shares of common stock, respectively, under the dividend reinvestment plan and received process of $1,271,000 and $897,000, respectively.

Stock-Based Compensation

Compensation cost for our stock-based compensation plans using the fair value method was $1,350,000, $1,426,000 and $1,090,000 for the years ended December 31, 2017, 2016 and 2015, respectively, and is included in general and administrative expenses in our consolidated statements of operations.