Jack In The Box 2014 Annual Report Download - page 77

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

Dividends — On May 9, 2014, the Board of Directors approved the initiation of a regular quarterly cash dividend. During fiscal 2014, two quarterly cash
dividend payments of $0.20 per share were declared totaling $15.9 million. Future dividends are subject to approval by our Board of Directors.

Our basic earnings per share calculation is computed based on the weighted-average number of common shares outstanding. Our diluted earnings per share
calculation is computed based on the weighted-average number of common shares outstanding adjusted by the number of additional shares that would have
been outstanding had the potentially dilutive common shares been issued. Potentially dilutive common shares include stock options, nonvested stock awards
and units, non-management director stock equivalents and shares issuable under our ESPP. Performance-vested stock awards are included in the average
diluted shares outstanding each period if the performance criteria have been met at the end of the respective periods.
The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding (in thousands):



Weighted-average shares outstanding — basic
40,781
43,351
43,999
Effect of potentially dilutive securities:
Stock options
641
957
462
Nonvested stock awards and units
281
371
270
Performance-vested stock awards
270
220
217
Weighted-average shares outstanding — diluted
41,973
44,899
44,948
Excluded from diluted weighted-average shares outstanding:
Antidilutive
153
145
2,753
Performance conditions not satisfied at the end of the period
20
209
358

In January 2011, we formed Jack in the Box Franchise Finance, LLC (“FFE”) for the purpose of operating a franchisee lending program to assist Jack in the
Box franchisees in re-imaging their restaurants. We are the sole equity investor in FFE. The lending program was comprised of a $20.0 million commitment
from the Company in the form of a capital note and an $80.0 million Senior Secured Revolving Securitization Facility (“FFE Facility”) entered into with a
third party. The lending period and the revolving period expired in June 2012. At September 28, 2014 and September 29, 2013, we had no borrowings under
the FFE Facility and do not plan to make any further contributions.
We determined that FFE is a VIE and that the Company is its primary beneficiary. We considered a variety of factors in identifying the primary beneficiary of
FFE including, but not limited to, who holds the power to direct matters that most significantly impact FFE’s economic performance (such as determining the
underwriting standards and credit management policies), as well as what party has the obligation to absorb the losses of FFE. Based on these considerations,
we determined that the Company is the primary beneficiary and the entity is reflected in the accompanying consolidated financial statements.
F-33