Cabela's 2014 Annual Report Download - page 113

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CABELA’S INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share and Per Share Amounts)
20. STOCKHOLDERS’ EQUITY AND DIVIDEND RESTRICTIONS
Preferred Stock – The Company is authorized to issue 10,000,000 shares of preferred stock having a par
value of $0.01 per share. None of the shares of the authorized preferred stock have been issued. 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.
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.
Retained Earnings – The most significant restrictions on the payment of dividends by the Company to
stockholders are contained within the covenants under its revolving credit and unsecured senior notes purchase
agreements. Also, Nebraska banking laws govern the amount of dividends that WFB can pay to Cabela’s. In
2014, WFB paid $60,000 in dividends to Cabela’s. At December 27, 2014, the Company had unrestricted retained
earnings of $226,699 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 Loss – The components of accumulated other comprehensive loss, net of
related taxes, are as follows for the years ended:
2014 2013
Accumulated net unrealized holding gains on economic development bonds $ 9,521 $ 4,682
Cumulative foreign currency translation adjustments (21,227) (6,406)
Total accumulated other comprehensive loss $ (11,706) $ (1,724)
Treasury Stock – The Company’s Board of Directors authorized a share repurchase program on August 23,
2011, that 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. These shares can be 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. On February 13, 2014, the Company announced its intent to repurchase up to 650,000 shares of its
common stock in open market transactions through February 2015. There were no shares repurchased in 2014;
therefore, 650,000 shares were available to be purchased at December 27, 2014, under the February 2014 repurchase
program. There is no guarantee as to the exact number of shares that the Company will repurchase.