Cabela's 2011 Annual Report Download - page 110

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CABELA’S INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share and Per Share Amounts)
Class A Voting Common Stock – The holders of Cabela’s Class A common stock are entitled to receive
ratably dividends, if any, the board of directors may declare from time to time from funds legally available
therefore, subject to the preferential rights of the holders of any shares of preferred stock that the Company may
issue in the future. The holders of Cabela’s Class A common stock are entitled to one vote per share on any matter
to be voted upon by stockholders.
Upon any voluntary or involuntary liquidation, dissolution, or winding up of company affairs, the holders of
Cabela’s Class A common stock are entitled to 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 A common stock are fully paid and non-assessable.
Class B Non-voting Common Stock – None of the shares of the authorized Class B non-voting common stock
were outstanding during 2011 or 2010. Effective June 14, 2011, the Company amended its Amended and Restated
Certificate of Incorporation eliminating its Class B nonvoting common stock. Shareholders of the Company
approved such amendments to eliminate this class of nonvoting common stock at the Company’s annual meeting of
shareholders held on June 8, 2011.
Retained Earnings – The most significant restrictions on the payment of dividends are contained within
the covenants under the Company’s revolving credit and unsecured senior notes purchase agreements. Also,
Nebraska banking laws govern the amount of dividends that WFB can pay to Cabela’s. At December 31, 2011, the
Company had unrestricted retained earnings of $155,209 available for dividends. However, the Company has never
declared or paid any cash dividends on its common stock, and does not anticipate paying any cash dividends in the
foreseeable future.
Accumulated Other Comprehensive Income (Loss) – The components of accumulated other comprehensive
income (loss), net of related taxes, are as follows for the years ended:
2011 2010
Accumulated net unrealized holding gains (losses) on economic development bonds $ 3,044 $ (2,821)
Accumulated net unrealized holding (loss) gains on derivatives (138) 32
Cumulative foreign currency translation adjustments (175) 213
Total accumulated other comprehensive income (loss) $ 2,731 $ (2,576)
Treasury Stock – Effective August 23, 2011, the Company’s Board of Directors authorized a share repurchase
program to repurchase up to 800,000 shares of its outstanding common stock in open market transactions. The
authorization by the Company’s Board of Directors also provides for share repurchases on an ongoing basis to
offset dilution resulting from equity awards under the Company’s current or future equity compensation plans.
The shares are repurchased from time to time in open market transactions or privately negotiated transactions
at the Company’s discretion, subject to market conditions, customary blackout periods, and other factors. The
share repurchase program does not obligate the Company to repurchase any outstanding shares of its common
stock, and the program may be limited or terminated at any time. During the fourth quarter of 2011, the Company
repurchased 800,000 shares of its common stock at a cost of $20,287, which includes the value of 14,495 shares
of common stock withheld for tax withholding obligations on the vesting of restricted shares in July 2011. During
2011, the Company reissued 13,560 shares of its treasury stock. At December 31, 2011, there were 800,935 shares of
treasury stock outstanding.