NOTE 7. — SHAREHOLDERS’ EQUITY

A summary of the changes in shareholders’ equity for the six months ended June 30, 2018, is as follows (in thousands):

	Common Stock				Additional Paid-in		Dividends Paid In Excess
	Shares		Amount		Capital		Of Earnings			Total
BALANCE, DECEMBER 31, 2017		39,696	$	397	$	604,872	$	(51,574	)	$	553,695
Net earnings								23,572			23,572
Dividends declared — $0.64 per share								(25,915	)		(25,915	)
Shares issued pursuant to ATM Program, net		537		6		13,708		—			13,714
Shares issued pursuant to dividend reinvestment		29		—		755		—			755
Stock-based compensation		—		—		848		—			848
BALANCE, JUNE 30, 2018		40,262	$	403	$	620,183	$	(53,917	)	$	566,669

On March 1, 2018, our Board of Directors granted 121,650 restricted stock units (“RSU” or “RSUs”) under our Amended and Restated 2004 Omnibus Incentive Compensation Plan.

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.

On May 8, 2018, our stockholders approved an amendment to our Articles of Incorporation to increase the aggregate number of shares of stock of all classes which we have the authority to issue from 70,000,000 shares to 120,000,000 shares, by increasing (i) the aggregate number of shares of common stock which we have the authority to issue from 60,000,000 to 100,000,000 shares, and (ii) the aggregate number of shares of preferred stock which we have the authority to issue from 10,000,000 to 20,000,000 shares.

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 of amounts outstanding under our Revolving Facility and subsequently were used to fund the Empire and Applegreen Transactions.

ATM Program

In June 2016, we established an at-the-market equity offering program (the “2016 ATM Program”), pursuant to which we were able to 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. The 2016 ATM Program was terminated in January 2018.

In March 2018, we established a new at-the-market equity offering program (the “ATM Program”), pursuant to which we are able to 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, 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.

During the three and six months ended June 30, 2018, we issued a total of 537,000 shares of common stock and received net proceeds of $13,714,000 under the ATM Program. During the three and six months ended June 30, 2017, we issued 64,000 and 232,000 shares, respectively, of common stock and received net proceeds of $1,580,000 and $5,860,000, respectively, under the 2016 ATM Program. 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 six months ended June 30, 2018, we paid regular quarterly dividends of $25,736,000 or $0.64 per share. For the six months ended June 30, 2017, we paid regular quarterly dividends of $19,569,000 or $0.56 per share.

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 six months ended June 30, 2018, we issued 28,884 shares of common stock under the dividend reinvestment plan and received proceeds of $755,000. During the six months ended June 30, 2017, we issued 24,284 shares of common stock under the dividend reinvestment plan and received proceeds of $628,000.

Stock-Based Compensation

Compensation cost for our stock-based compensation plans using the fair value method was $848,000 and $655,000 for the six months ended June 30, 2018 and 2017, respectively, and is included in general and administrative expenses in our consolidated statements of operations.