Cabela's 2005 Annual Report Download - page 106

CABELA’S INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollar Amounts in Thousands Except Share and Per Share Amounts)
common stock, which rates equally with the Company’s Class A common stock in respect of dividends, are
entitled to receive ratably dividends, if any, as may be lawfully declared from time to time by the Company’s
board of directors.
Upon the Company’s liquidation, dissolution or winding up, whether voluntary or involuntary, holders of
Class B non-voting common stock are entitled to share ratably with the holders of Class A common stock in all
assets remaining after payment to creditors and subject to prior distribution rights of any shares of preferred stock
that the Company may issue in the future. All of the outstanding shares of Class B non-voting common stock are
fully paid and non-assessable.
Preferred Stock—There are 10,000,000 shares of preferred stock authorized, par value $0.01 per share. At
fiscal year ended 2005, there were no shares outstanding. The board of directors is authorized to issue these
shares of preferred stock without stockholder approval in different classes and series and, with respect to each
class or series, to determine the dividend rate, the redemption provisions, conversion provisions, liquidation
preference and other rights, privileges and restrictions. The issuance of any preferred stock could have the effect
of diluting the voting power of the holders of common stock, restricting dividends on the common stock,
impairing the liquidation rights of the common stock or delaying or preventing a change in control without
further action by the stockholders.
Retained Earnings—The most significant restrictions on the payment of dividends are the covenants
contained in the Company’s revolving credit agreement and unsecured senior notes purchase agreements.
Nebraska banking laws also govern the amount of dividends that WFB can pay to the Company. The Company
has unrestricted retained earnings of $80,269 available for dividends.
Shelf Registration—On September 2, 2005, the Company filed a Form S-3 Registration Statement to
register 6,252,768 shares of common stock. The shares of common stock being offered in the registration
statement by selling stockholders are issuable upon conversion of 6,252,768 shares of non-voting Class B
common stock. The Company will not receive any of the proceeds from the sale of shares of common stock in
this offering. The timing and amount of any sale are within the sole discretion of the selling stockholders.
Other Comprehensive Income (Loss)—The components of other comprehensive income (loss) and related
tax effects were as follows:
2005 2004 2003
Change in net unrealized holding gain (loss) on marketable securities,
net of tax of $(1,415), $1,186 and $(128) in 2005, 2004 and 2003,
respectively .............................................. $(2,561) $2,154 $(206)
Less: adjustment for net gain (loss) on marketable securities included in
net income, net of tax of $(13), $30 and $(32) in 2005, 2004 and
2003, respectively ......................................... (23) 53 (59)
(2,584) 2,207 (265)
Change in net unrealized holding gain (loss) on derivatives, net of tax
of $(145), $49 and $356 in 2005, 2004 and 2003, respectively ...... (260) 91 668
Less: adjustment for reclassification of derivative included in net
income, net of tax of $57, $(162) and $(230) in 2005, 2004 and 2003,
respectively .............................................. 102 (296) (430)
(158) (205) 238
$(2,742) $2,002 $ (27)
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