XNYS:CAB Cabela's Inc Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)
x
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the quarterly period ended June 30, 2012
OR
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-32227

CABELA'S INCORPORATED
(Exact name of registrant as specified in its charter)
 
Delaware
 
20-0486586
 
 
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
 
 
 
 
 
 
 
One Cabela Drive, Sidney, Nebraska
 
69160
 
 
(Address of principal executive offices)
 
(Zip Code)
 

(308) 254-5505
(Registrant's telephone number, including area code)

Not applicable
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x                                                                                                          Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)                                 Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes o No x

Number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
Common stock, $0.01 par value: 69,856,858 shares as of August 2, 2012


1



CABELA'S INCORPORATED

FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012

TABLE OF CONTENTS 

 
 
 
 
 
 
Page
 
 
PART I - FINANCIAL INFORMATION
 
 
 
 
 
Item 1.
Financial Statements
 
 
 
 
 
 
Condensed Consolidated Statements of Income
 
 
 
 
 
 
Condensed Consolidated Statements of Comprehensive Income
 
 
 
 
 
 
Condensed Consolidated Balance Sheets
 
 
 
 
 
 
Condensed Consolidated Statements of Cash Flows
 
 
 
 
 
 
Condensed Consolidated Statements of Stockholders' Equity
 
 
 
 
 
 
Notes to Condensed Consolidated Financial Statements
 
 
 
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 
 
 
 
 
Item 4.
Controls and Procedures
 
 
 
 
 
PART II - OTHER INFORMATION
 
 
 
 
 
Item 1.
Legal Proceedings
 
 
 
 
 
Item 1A.
Risk Factors
 
 
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
 
 
 
Item 3.
Defaults Upon Senior Securities
 
 
 
 
 
Item 4.
Mine Safety Disclosures
 
 
 
 
 
Item 5.
Other Information
 
 
 
 
 
Item 6.
Exhibits
 
 
 
 
 
SIGNATURES
 
 
 
 
 
INDEX TO EXHIBITS
 

2



PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

CABELA'S INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands Except Earnings Per Share)
(Unaudited)
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
2012
 
July 2,
2011
 
June 30,
2012
 
July 2,
2011
Revenue:
 
 
 
 
 
 
 
Merchandise sales
$
542,662

 
$
488,409

 
$
1,077,939

 
$
997,519

Financial Services revenue
79,267

 
70,277

 
162,722

 
142,648

Other revenue
5,325

 
3,414

 
10,097

 
8,644

Total revenue
627,254

 
562,100

 
1,250,758

 
1,148,811

Cost of revenue:
 
 
 
 
 
 
 
Merchandise costs (exclusive of depreciation and amortization)
339,782

 
309,233

 
690,502

 
650,443

Cost of other revenue
595

 
3

 
634

 
3

Total cost of revenue (exclusive of depreciation and amortization)
340,377

 
309,236

 
691,136

 
650,446

Selling, distribution, and administrative expenses
229,049

 
214,600

 
455,218

 
429,214

Impairment and restructuring charges

 
955

 

 
955

 
 
 
 
 
 
 
 
Operating income
57,828

 
37,309

 
104,404

 
68,196

 
 
 
 
 
 
 
 
Interest expense, net
(6,444
)
 
(6,123
)
 
(10,948
)
 
(12,145
)
Other non-operating income, net
1,450

 
1,993

 
2,851

 
3,957

 
 
 
 
 
 
 
 
Income before provision for income taxes
52,834

 
33,179

 
96,307

 
60,008

Provision for income taxes
18,964

 
11,479

 
33,611

 
20,523

Net income
$
33,870

 
$
21,700

 
$
62,696

 
$
39,485

 
 
 
 
 
 
 
 
Earnings per basic share
$
0.48

 
$
0.31

 
$
0.90

 
$
0.57

Earnings per diluted share
$
0.47

 
$
0.31

 
$
0.87

 
$
0.55

 
 
 
 
 
 
 
 
Basic weighted average shares outstanding
70,034,486

 
69,279,823

 
69,744,356

 
69,028,853

Diluted weighted average shares outstanding
71,542,102

 
71,084,998

 
71,995,918

 
71,407,558


Refer to notes to unaudited condensed consolidated financial statements.

3


CABELA'S INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
(Unaudited)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
2012
 
July 2,
2011
 
June 30,
2012
 
July 2,
2011
 
 
 
 
 
 
 
 
Net income
$
33,870

 
$
21,700

 
$
62,696

 
$
39,485

Other comprehensive income (loss):
 
 
 
 
 
 
 
Unrealized gain (loss) on economic development bonds, net of taxes of $425, $54, $1,355, and $(181)
788

 
103

 
2,515

 
(319
)
Cash flow hedges, net of taxes of $(11), $(1), $53, and $8
(20
)
 
(1
)
 
99

 
8

Foreign currency translation adjustments
(1,076
)
 
1,621

 
(1,023
)
 
1,225

Total other comprehensive income (loss)
(308
)
 
1,723

 
1,591

 
914

Comprehensive income
$
33,562

 
$
23,423

 
$
64,287

 
$
40,399


Refer to notes to unaudited condensed consolidated financial statements.



4


CABELA'S INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands Except Par Values)
(Unaudited)
 
 
 
 
 
 
 
June 30,
2012
 
December 31,
2011
 
July 2,
2011
ASSETS
 
 
 
 
 
CURRENT
 
 
 
 
 
Cash and cash equivalents
$
347,389

 
$
304,679

 
$
385,327

Restricted cash of the Trust
15,826

 
18,296

 
18,524

Held-to-maturity investment securities

 

 
197,999

Accounts receivable, net
24,400

 
47,127

 
25,164

Credit card loans (includes restricted credit card loans of the Trust of $3,038,415, $3,142,151, and $2,685,110), net of allowance for loan losses of $67,050, $73,350, and $77,800
2,994,459

 
3,094,163

 
2,627,191

Inventories
577,120

 
494,828

 
599,851

Prepaid expenses and other current assets
134,999

 
146,479

 
133,440

Income taxes receivable and deferred income taxes
31,142

 
5,709

 
30,719

Total current assets
4,125,335

 
4,111,281

 
4,018,215

Property and equipment, net
928,442

 
866,899

 
827,800

Land held for sale or development
36,666

 
38,393

 
42,615

Economic development bonds
88,335

 
86,563

 
102,846

Deferred income taxes

 

 
11,141

Other assets
28,919

 
30,635

 
25,152

Total assets
$
5,207,697

 
$
5,133,771

 
$
5,027,769

 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
CURRENT
 
 
 
 
 
Accounts payable, including unpresented checks of $23,287, $19,124, and $8,358
$
273,662

 
$
266,793

 
$
198,285

Gift instruments, and credit card and loyalty rewards programs
221,449

 
227,414

 
196,824

Accrued expenses
109,699

 
143,695

 
96,100

Time deposits
261,340

 
88,401

 
158,929

Current maturities of secured variable funding obligations of the Trust

 
460,000

 

Current maturities of secured long-term obligations of the Trust

 
425,000

 
1,123,400

Current maturities of long-term debt
8,394

 
8,387

 
123,390

Total current liabilities
874,544

 
1,619,690

 
1,896,928

Long-term time deposits
796,704

 
893,912

 
868,693

Secured long-term obligations of the Trust, less current maturities
1,827,500

 
977,500

 
722,500

Long-term debt, less current maturities
331,725

 
336,535

 
345,316

Deferred income taxes
31,084

 
26,367

 

Other long-term liabilities
98,473

 
98,451

 
107,352

 
 
 
 
 
 
COMMITMENTS AND CONTINGENCIES
 
 
 
 
 
 
 
 
 
 
 
STOCKHOLDERS’ EQUITY
 
 
 
 
 
Preferred stock, $0.01 par value; Authorized – 10,000,000 shares; Issued – none

 

 

Common stock, $0.01 par value:
 
 
 
 
 
Class A Voting, Authorized – 245,000,000 shares;
 
 
 
 
 
Issued - 70,542,289, 69,641,818, and 69,415,712 shares;
 
 
 
 
 
Outstanding - 69,742,289, 68,840,883, and 69,415,712 shares
705

 
696

 
694

Additional paid-in capital
346,007

 
334,925

 
328,169

Retained earnings
925,610

 
862,914

 
759,779

Accumulated other comprehensive income (loss)
4,322

 
2,731

 
(1,662
)
Treasury stock, at cost
(28,977
)
 
(19,950
)
 

Total stockholders’ equity
1,247,667

 
1,181,316

 
1,086,980

Total liabilities and stockholders’ equity
$
5,207,697

 
$
5,133,771

 
$
5,027,769

Refer to notes to unaudited condensed consolidated financial statements.

5


CABELA'S INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
 
Six Months Ended
 
June 30,
2012
 
July 2,
2011
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income
$
62,696

 
$
39,485

Adjustments to reconcile net income to net cash flows from operating activities:
 
 
 
Depreciation and amortization
37,849

 
35,059

Impairment and restructuring charges

 
264

Stock-based compensation
6,600

 
6,350

Deferred income taxes
3,964

 
3,999

Provision for loan losses
18,844

 
16,483

Other, net
(2,120
)
 
1,621

Change in operating assets and liabilities, net:
 
 
 
Accounts receivable
26,471

 
20,921

Credit card loans originated from internal operations, net
66,256

 
67,438

Inventories
(82,292
)
 
(90,754
)
Prepaid expenses and other current assets
6,268

 
(8,329
)
Land held for sale or development
606

 
(96
)
Accounts payable and accrued expenses
(43,705
)
 
(32,507
)
Gift instruments, and credit card and loyalty rewards programs
(5,965
)
 
(5,717
)
Other long-term liabilities
524

 
1,955

Income taxes receivable/payable
(26,090
)
 
(33,599
)
Net cash provided by operating activities
69,906

 
22,573

 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Property and equipment additions
(85,921
)
 
(73,188
)
Purchases of held-to-maturity investment securities

 
(197,999
)
Proceeds from retirements and maturities of economic development bonds
2,098

 
1,499

Purchases of economic development bonds

 
(601
)
Change in restricted cash of the Trust, net
2,470

 
13

Change in credit card loans originated externally, net
14,605

 
(1,800
)
Other investing changes, net
4,007

 
217

Net cash used in investing activities
(62,741
)
 
(271,859
)
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Change in unpresented checks net of bank balance
4,163

 
(18,869
)
Change in time deposits, net
75,731

 
514,871

Borrowings on secured obligations of the Trust
2,220,000

 
335,000

Repayments on secured obligations of the Trust
(2,255,000
)
 
(473,000
)
Borrowings on revolving credit facilities and inventory financing
120,671

 
434,214

Repayments on revolving credit facilities and inventory financing
(117,464
)
 
(310,174
)
Payments on long-term debt
(8,262
)
 
(114
)
Exercise of employee stock options and employee stock purchase plan issuances, net
23,495

 
14,747

Excess tax benefits from exercise of employee stock options
1,188

 
1,161

Purchase of treasury stock
(28,977
)
 

Other financing changes, net

 
358

Net cash provided by financing activities
35,545

 
498,194

Net change in cash and cash equivalents
42,710

 
248,908

Cash and cash equivalents, at beginning of period
304,679

 
136,419

Cash and cash equivalents, at end of period
$
347,389

 
$
385,327

Refer to notes to unaudited condensed consolidated financial statements.

6


CABELA'S INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Dollars in Thousands)
(Unaudited)
 
 
Common Stock
Shares
 
Common
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated Other Comprehensive Income (Loss)
 
Treasury Stock
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
BALANCE, beginning of 2011
 
68,156,154

 
$
681

 
$
306,149

 
$
720,294

 
$
(2,576
)
 
$

 
$
1,024,548

Net income
 

 

 

 
39,485

 

 

 
39,485

Other comprehensive income
 

 

 

 

 
914

 

 
914

Stock-based compensation
 

 

 
6,125

 

 

 

 
6,125

Exercise of employee stock options
 
1,259,558

 
13

 
14,734

 

 

 

 
14,747

Excess tax benefit on employee stock option exercises
 

 

 
1,161

 

 

 

 
1,161

BALANCE, at July 2, 2011
 
69,415,712

 
$
694

 
$
328,169

 
$
759,779

 
$
(1,662
)
 
$

 
$
1,086,980

 
 
 

 
 

 
 

 
 

 
 
 
 
 
 

BALANCE, beginning of 2012
 
69,641,818

 
$
696

 
$
334,925

 
$
862,914

 
$
2,731

 
$
(19,950
)
 
$
1,181,316

Net income
 

 

 

 
62,696

 

 

 
62,696

Other comprehensive income
 

 

 

 

 
1,591

 

 
1,591

Common stock repurchased
 

 

 

 

 

 
(28,977
)
 
(28,977
)
Stock-based compensation
 

 

 
6,358

 

 

 

 
6,358

Exercise of employee stock options and tax withholdings on share-based payment awards
 
900,471

 
9

 
3,536

 

 

 
19,950

 
23,495

Excess tax benefit on employee stock option exercises
 

 

 
1,188

 

 

 

 
1,188

BALANCE, at June 30, 2012
 
70,542,289

 
$
705

 
$
346,007

 
$
925,610

 
$
4,322

 
$
(28,977
)
 
$
1,247,667

Refer to notes to unaudited condensed consolidated financial statements.
 

7


CABELA'S INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share and Per Share Amounts)
(Unaudited)



1.    MANAGEMENT REPRESENTATIONS
 
Principles of Consolidation – The condensed consolidated financial statements included herein are unaudited and have been prepared by management of Cabela's Incorporated and its wholly-owned subsidiaries (“Cabela's,” “Company,” “we,” “our,” or “us”) pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The Company's condensed consolidated balance sheet as of December 31, 2011, was derived from the Company's audited consolidated balance sheet as of that date. All other condensed consolidated financial statements contained herein are unaudited and reflect all adjustments which are, in the opinion of management, necessary to summarize fairly our financial position and results of operations, comprehensive income, and cash flows for the periods presented. All of these adjustments are of a normal recurring nature. All intercompany accounts and transactions have been eliminated in consolidation.

Management of Cabela's wholly-owned bank subsidiary, World's Foremost Bank ("WFB," "Financial Services segment," or "Cabela's CLUB Visa program"), evaluated and concluded that WFB is the primary beneficiary of the Cabela's Master Credit Card Trust and related entities (collectively referred to as the “Trust”) and accordingly, consolidated the Trust effective January 3, 2010, and for all subsequent reporting periods through June 30, 2012. As the servicer and the holder of retained interests in the Trust, WFB has the powers to direct the activities that most significantly impact the Trust's economic performance and the right to receive significant benefits or obligations to absorb significant losses of the Trust.
Because of the seasonal nature of the Company's operations, results of operations of any single reporting period should not be considered as indicative of results for a full year. These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the fiscal year ended December 31, 2011.

Cash and Cash EquivalentsCash and cash equivalents of the Financial Services segment were $302,191, $117,035, and $364,962 at June 30, 2012, December 31, 2011, and July 2, 2011, respectively. Due to regulatory restrictions on WFB, the Company is restricted from using cash held by WFB for non-banking operations.

Reporting Periods – Unless otherwise stated, the fiscal periods referred to in the notes to these condensed consolidated financial statements are the 13 weeks ended June 30, 2012 (“three months ended June 30, 2012”), the 13 weeks ended July 2, 2011 (“three months ended July 2, 2011”), the 26 weeks ended June 30, 2012 (“six months ended June 30, 2012”), the 26 weeks ended July 2, 2011 (“six months ended July 2, 2011”), and the 52 weeks ended December 31, 2011 ("year ended 2011"). WFB follows a calendar fiscal period and, accordingly, the respective three month periods ended on June 30, 2012 and 2011, and the fiscal year ended on December 31, 2011.

2.    CABELA'S MASTER CREDIT CARD TRUST

The Financial Services segment utilizes the Trust for the purpose of routinely selling and securitizing credit card loans and issuing beneficial interest to investors. The Trust issues variable funding facilities and long-term notes each of which has an undivided interest in the assets of the Trust. The Financial Services segment must retain a minimum 20 day average of 5% of the loans in the securitization trust which ranks pari passu with the investors' interests in the securitized trusts.  In addition, the Financial Services segment owns notes issued by the Trust from some of the securitizations, which in some cases may be subordinated to other notes issued.  The consolidated assets of the Trust are subject to credit, payment, and interest rate risks on the transferred credit card loans. The secured borrowings contain legal isolation requirements which would protect the assets pledged as collateral for the securitization investors as well as protect Cabela's and WFB from any liability from default on the notes.


8


CABELA'S INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share and Per Share Amounts)
(Unaudited)


To protect investors, the securitization structures include certain features that could result in earlier-than-expected repayment of the securities, which could cause the Financial Services segment to sustain a loss of one or more of its retained interests and could prompt the need to seek alternative sources of funding. The primary investor protection feature relates to the availability and adequacy of cash flows in the securitized pool of loans to meet contractual requirements, the insufficiency of which triggers early repayment of the securities. The Financial Services segment refers to this as the “early amortization” feature.  Investors are allocated cash flows derived from activities related to the accounts comprising the securitized pool of loans, the amounts of which reflect finance charges collected, certain fee assessments collected, allocations of interchange, and recoveries on charged-off accounts.  These cash flows are considered to be restricted under the governing documents to pay interest to investors, servicing fees, and to absorb the investor's share of charge-offs occurring within the securitized pool of loans. Any cash flows remaining in excess of these requirements are reported to investors as excess spread.  An excess spread of less than zero percent for a contractually specified period, generally a three-month average, would trigger an early amortization event. Such an event could result in the Financial Services segment incurring losses related to its retained interests. In addition, if the retained interest in the loans of the Financial Services segment falls below the 5% minimum 20 day average and the Financial Services segment fails to add new accounts to the securitized pool of loans, an early amortization event would be triggered.  The investors have no recourse to the other assets of WFB for failure of debtors to pay other than for breaches of certain customary representations, warranties, and covenants. These representations, warranties, covenants, and the related indemnities do not protect the Trust or third party investors against credit-related losses on the loans.
 
Another feature, which is applicable to the notes issued from the Trust, is one in which excess cash flows generated by the transferred loans are held at the Trust for the benefit of the investors. This cash reserve account funding is triggered when the three-month average excess spread rate of the Trust decreases to below 4.50% or 5.50% (depending on the series) with increasing funding requirements as excess spread levels decline below preset levels or as contractually required by the governing documents. Similar to early amortization, this feature also is designed to protect the investors' interests from loss thus making the cash restricted.  Upon scheduled maturity or early amortization of a securitization, the Financial Services segment is required to remit principal payments received on the securitized pool of loans to the Trust which are restricted for the repayment of the investors' principal note. Credit card loans performed within established guidelines and no events which could trigger an “early amortization” occurred during the six months ended June 30, 2012, the year ended December 31, 2011, and the six months ended July 2, 2011.  

The following table presents the components of the consolidated assets and liabilities of the Trust at the periods ended:
 
June 30,
2012
 
December 31,
2011
 
July 2,
2011
Consolidated assets:
 
 
 
 
 
Restricted credit card loans, net of allowance of $66,740, $72,870, and $77,400
$
2,971,675

 
$
3,069,281

 
$
2,607,710

Restricted cash
15,826

 
18,296

 
18,524

Total
$
2,987,501

 
$
3,087,577

 
$
2,626,234

 
 
 
 
 
 

Consolidated liabilities:
 
 
 
 
 

     Secured variable funding obligations
$

 
$
460,000

 
$

Secured long-term obligations
1,827,500

 
1,402,500

 
1,845,900

Interest due to third party investors
1,281

 
1,563

 
2,147

Total
$
1,828,781

 
$
1,864,063

 
$
1,848,047




9


CABELA'S INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share and Per Share Amounts)
(Unaudited)


3.    CREDIT CARD LOANS AND ALLOWANCE FOR LOAN LOSSES
 
The Financial Services segment grants individual credit card loans to its customers and is diversified in its lending with borrowers throughout the United States. Credit card loans are reported at their principal amounts outstanding less the allowance for loan losses. As part of collection efforts, a credit card loan may be closed and placed on non-accrual or restructured in a fixed payment plan prior to charge-off. The fixed payment plans consist of a lower interest rate, reduced minimum payment, and elimination of fees. Loans on fixed payment plans include loans in which the customer has engaged a consumer credit counseling agency to assist them in managing their debt. Customers who miss two consecutive payments once placed on a payment plan or non-accrual will resume accruing interest at the rate they had accrued at before they were placed on a plan. Interest and fees are accrued in accordance with the terms of the applicable cardholder agreements on credit card loans until the date of charge-off unless placed on non-accrual. Payments received on non-accrual loans are applied to principal. The Financial Services segment does not record any liabilities for off-balance sheet risk of unfunded commitments through the origination of unsecured credit card loans.

The direct credit card account origination costs associated with costs of successful credit card originations incurred in transactions with independent third parties, and certain other costs incurred in connection with credit card approvals, are deferred credit card origination costs included in credit card loans and are amortized on a straight-line basis over 12 months. Other account solicitation costs, including printing, list processing, telemarketing, and postage are expensed as solicitation occurs.

The following table reflects the composition of the credit card loans at the periods ended:
 
June 30,
2012
 
December 31,
2011
 
July 2,
2011
 
 
 
 
 
 
Restricted credit card loans of the Trust (1)
$
3,038,415

 
$
3,142,151

 
$
2,685,110

Unrestricted credit card loans
19,351

 
25,362

 
19,881

Total credit card loans
3,057,766

 
3,167,513

 
2,704,991

Allowance for loan losses and deferred credit card origination costs
(63,307
)
 
(73,350
)
 
(77,800
)
Credit card loans, net
$
2,994,459

 
$
3,094,163

 
$
2,627,191

 
 
 
 
 
 
(1)
Restricted credit card loans are restricted for repayment of secured borrowings of the Trust.

Allowance for Loan Losses:
The allowance for loan losses represents management's estimate of probable losses inherent in the credit card loan portfolio. The allowance for loan losses is established through a charge to the provision for loan losses and is regularly evaluated by management for adequacy. Loans on a payment plan or non-accrual are segmented from the rest of the credit card loan portfolio into a restructured credit card loan segment before establishing an allowance for loan losses as these loans have a higher probability of loss. Management estimates losses inherent in the credit card loans segment and restructured credit card loans segment based on a model which tracks historical loss experience on delinquent accounts, bankruptcies, death, and charge-offs, net of estimated recoveries. The Financial Services segment uses a migration analysis and historical bankruptcy and death rates to estimate the likelihood that a credit card loan will progress through the various stages of delinquency and to charge-off. This analysis estimates the gross amount of principal that will be charged off over the next 12 months, net of recoveries. This estimate is used to derive an estimated allowance for loan losses. In addition to these methods of measurement, management also considers other factors such as general economic and business conditions affecting key lending areas, credit concentration, changes in origination and portfolio management, and credit quality trends. Since the evaluation of the inherent loss with respect to these factors is subject to a high degree of uncertainty, the measurement of the overall allowance is subject to estimation risk, and the amount of actual losses can vary significantly from the estimated amounts.


10


CABELA'S INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share and Per Share Amounts)
(Unaudited)


Credit card loans that have been modified through a fixed payment plan or placed on non-accrual are considered impaired and are collectively evaluated for impairment. The Financial Services segment charges off credit card loans and restructured credit card loans on a daily basis after an account becomes at a minimum 130 days contractually delinquent. Accounts relating to cardholder bankruptcies, cardholder deaths, and fraudulent transactions are charged off earlier. The Financial Services segment recognizes charged-off cardholder fees and accrued interest receivable in interest and fee income that is included in Financial Services revenue.
The following tables reflect the activity in the allowance for loan losses by segment for the periods presented:
 
Three Months Ended
 
June 30, 2012
 
July 2, 2011
 
Credit Card Loans
 
Restructured Credit Card Loans
 
Total Credit Card Loans
 
Credit Card Loans
 
Restructured Credit Card Loans
 
Total Credit Card Loans
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
40,050

 
$
27,000

 
$
67,050

 
$
45,600

 
$
37,200

 
$
82,800

Provision for loan losses
12,160

 
38

 
12,198

 
8,288

 
521

 
8,809

 
 
 
 
 
 
 
 
 
 
 
 
Charge-offs
(13,527
)
 
(3,307
)
 
(16,834
)
 
(13,532
)
 
(4,743
)
 
(18,275
)
Recoveries
3,367

 
1,269

 
4,636

 
3,044

 
1,422

 
4,466

Net charge-offs
(10,160
)
 
(2,038
)
 
(12,198
)
 
(10,488
)
 
(3,321
)
 
(13,809
)
Balance, end of period
$
42,050

 
$
25,000

 
$
67,050

 
$
43,400

 
$
34,400

 
$
77,800


 
Six Months Ended
 
June 30, 2012
 
July 2, 2011
 
Credit Card Loans
 
Restructured Credit Card Loans
 
Total Credit Card Loans
 
Credit Card Loans
 
Restructured Credit Card Loans
 
Total Credit Card Loans
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
44,350

 
$
29,000

 
$
73,350

 
$
52,000

 
$
38,900

 
$
90,900

Provision for loan losses
18,360

 
484

 
18,844

 
13,547

 
2,936

 
16,483

 
 
 
 
 
 
 
 
 
 
 
 
Charge-offs
(27,714
)
 
(7,132
)
 
(34,846
)
 
(29,105
)
 
(10,425
)
 
(39,530
)
Recoveries
7,054

 
2,648

 
9,702

 
6,958

 
2,989

 
9,947

Net charge-offs
(20,660
)
 
(4,484
)
 
(25,144
)
 
(22,147
)
 
(7,436
)
 
(29,583
)
Balance, end of period
$
42,050

 
$
25,000

 
$
67,050

 
$
43,400

 
$
34,400

 
$
77,800

Credit Quality Indicators, Delinquent, and Non-Accrual Loans:

The Financial Services segment segregates the loan portfolio into loans that have been restructured and other credit card loans in order to facilitate the estimation of the losses inherent in the portfolio as of the reporting date. The Financial Services segment uses the scores of Fair Isaac Corporation (“FICO”), a widely-used tool for assessing an individual's credit rating, as the primary credit quality indicator. The FICO score is an indicator of quality, with the risk of loss increasing as an individual's FICO score decreases.


11


CABELA'S INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share and Per Share Amounts)
(Unaudited)


During the second quarter of 2012, the Financial Services segment incorporated a newer version of FICO that utilizes the same factors as the previous scoring model, but is more sensitive to utilization of available credit, delinquencies considered serious and frequent, and maintenance of various types of credit. Management of the Financial Services segment believes the newer version will enable us to improve our risk management decisions. The credit card loan segment was disaggregated into the following classes as reflected in the tables below based upon the loan's current FICO score. The Financial Services segment performed an analysis of the new FICO scores and the previous FICO scores to determine the proper FICO score cuts for each loan class in order to maintain comparability of credit risk to prior periods. As a result of this analysis, the classes at June 30, 2012, were changed from:
 
679 and below to 691 and below,
680 - 749 to 692 - 758, and
750 and above to 759 and above.

The Financial Services segment considers a loan to be delinquent if the minimum payment is not received by the payment due date. The aging method is based on the number of completed billing cycles during which a customer has failed to make a required payment.

The table below provides information on non-accrual, past due, and restructured credit card loans by class by using the respective quarter FICO score at the periods ended:
June 30, 2012:
FICO Score of Credit Card Loans Segment
Restructured Credit Card Loans Segment (1)
 
 
691 and Below
692 - 758
759 and Above
Total
Credit card loan status:
 
Current
$
401,520

$
983,517

$
1,562,809

$
48,214

$
2,996,060

0-29 days past due
16,664

10,820

8,669

4,580

40,733

30-59 days past due
5,555

979

313

1,848

8,695

60 or more days past due
8,972

202

30

3,074

12,278

Total past due
31,191

12,001

9,012

9,502

61,706

Total credit card loans
$
432,711

$
995,518

$
1,571,821

$
57,716

$
3,057,766

 
 
 
 
 
 
90 days or more past due and still accruing
$
4,809

$
30

$
9

$
1,307

$
6,155

Non-accrual



6,195

6,195


12


CABELA'S INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share and Per Share Amounts)
(Unaudited)


December 31, 2011:
FICO Score of Credit Card Loans Segment
Restructured Credit Card Loans Segment (1)
 
 
679 and Below
 680 - 749
750 and Above
Total
Credit card loan status:
 
Current
$
379,156

$
1,017,710

$
1,649,558

$
54,621

$
3,101,045

0-29 days past due
15,509

10,856

9,045

5,175

40,585

30-59 days past due
6,091

1,310

307

2,601

10,309

60 or more days past due
10,645

297

94

4,538

15,574

Total past due
32,245

12,463

9,446

12,314

66,468

Total credit card loans
$
411,401

$
1,030,173

$
1,659,004

$
66,935

$
3,167,513

 
 
 
 
 
 
90 days or more past due and still accruing
$
10,645

$
297

$
94

$
4,284

$
15,320

Non-accrual



6,441

6,441

 
 
 
 
July 2, 2011:
FICO Score of Credit Card Loans Segment
Restructured Credit Card Loans Segment (1)
 
 
679 and Below
 680 - 749
750 and Above
Total
Credit card loan status:
 
Current
$
337,899

$
883,562

$
1,356,756

$
63,440

$
2,641,657

0-29 days past due
14,923

10,376

8,026

6,609

39,934

30-59 days past due
5,328

806

202

2,711

9,047

60 or more days past due
9,396

79

41

4,837

14,353

Total past due
29,647

11,261

8,269

14,157

63,334

Total credit card loans
$
367,546

$
894,823

$
1,365,025

$
77,597

$
2,704,991

 
 
 
 
 

90 days or more past due and still accruing
$
9,396

$
79

$
41

$
4,393

$
13,909

Non-accrual



7,048

7,048

 
 
 
 
 
 
(1)
Specific allowance for loan losses of $25,000, $29,027, and $34,400 at June 30, 2012, December 31, 2011, and July 2, 2011, respectively, are included in allowance for loan losses.



13


CABELA'S INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share and Per Share Amounts)
(Unaudited)


4.     SECURITIES
 
Securities consisted of the following at the periods ended:    
 
 
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
 
 
Amortized Cost
 
 
 
Fair
 
 
 
 
Value
June 30, 2012:
 
 
 
 
 
 
 
Available-for-sale securities:
 
 
 
 
 
 
 
Economic development bonds
$
79,783

 
$
8,552

 
$

 
$
88,335

 
 
 
 
 
 
 
 
December 31, 2011:
 
 
 
 
 
 
 
Available-for-sale securities:
 
 
 
 
 
 
 
Economic development bonds
$
81,881

 
$
4,682

 
$

 
$
86,563

 
 
 
 
 
 
 
 
July 2, 2011:
 
 
 
 
 
 
 
Available-for-sale securities:
 
 
 
 
 
 
 
Economic development bonds
$
107,753

 
$
2,476

 
$
(7,383
)
 
$
102,846

Held-to-maturity securities:
 
 
 
 
 
 
 
U.S. government agency (1)
197,999

 

 
(2
)
 
197,997

 
$
305,752

 
$
2,476

 
$
(7,385
)
 
$
300,843

 
 
 
 
 
 
 
 
(1) Represents U.S. government agency held-to-maturity securities held by the Financial Services segment and available for utilization only by the Financial Services segment pursuant to regulatory restrictions.

The carrying value and fair value of securities by contractual maturity at June 30, 2012, were as follows:         
 
Amortized Cost
 
Fair Value
 
 
 
 
 
 
For the six months ending December 29, 2012
$
1,267

 
$
1,569

For the fiscal years ending:
 
 
 
2013
2,042

 
2,438

2014
2,121

 
2,538

2015
2,172

 
2,636

2016
2,516

 
3,013

2017 - 2021
18,585

 
20,866

2022 and thereafter
51,080

 
55,275

 
$
79,783

 
$
88,335

At June 30, 2012, and July 2, 2011, none of the securities with a fair value below carrying value were deemed to have other than a temporary impairment. Interest earned on the securities totaled $2,596 and $3,699 in the six months ended June 30, 2012, and July 2, 2011, respectively. There were no realized gains or losses on these securities in the six months ended June 30, 2012, or July 2, 2011.



14


CABELA'S INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share and Per Share Amounts)
(Unaudited)


5.    BORROWINGS OF FINANCIAL SERVICES SEGMENT

The obligations of the Trust are secured borrowings backed by restricted credit card loans. The following table presents, as of the periods presented, a summary of the secured fixed and variable rate long-term obligations of the Trust, the expected maturity dates, and the respective weighted average interest rates.
Series
 
Expected
Maturity Date
 
Fixed Rate Obligations
 
Interest Rate
 
Variable Rate Obligations
 
Interest Rate
 
Total Obligations
 
Interest Rate
 
 
 
 
 
 
 
 
 
 
 
 
 
At June 30, 2012:
 
 
 
 
 
 
 
 
 
 
 
 
Series 2010-I
 
January 2015
 
$

 
%
 
$
255,000

 
1.69
%
 
$
255,000

 
1.69
%
Series 2010-II
 
September 2015
 
127,500

 
2.29

 
85,000

 
0.94

 
212,500

 
1.75

Series 2011-II
 
June 2016
 
155,000

 
2.39

 
100,000

 
0.84

 
255,000

 
1.78

Series 2011-IV
 
October 2016
 
165,000

 
1.90

 
90,000

 
0.79

 
255,000

 
1.51

Series 2012-I
 
February 2017
 
275,000

 
1.63

 
150,000

 
0.77

 
425,000

 
1.33

Series 2012-II
 
June 2017
 
300,000

 
1.45

 
125,000

 
0.79

 
425,000

 
1.25

 
 
 
 
 

 
 

 
 

 
 

 
 

 
 

Total secured obligations

 
1,022,500

 
 

 
805,000

 
 

 
1,827,500

 
 

Less: current maturities
 

 
 

 

 
 

 

 
 

Secured long-term obligations of the Trust, less current maturities
 
$
1,022,500

 
 

 
$
805,000

 
 

 
$
1,827,500

 
 

At December 31, 2011:
 
 
 
 
 
 
 
 
 
 
 
 
Series 2009-I
 
March 2012
 
$

 
%
 
$
425,000

 
2.28
%
 
$
425,000

 
2.28
%
Series 2010-I
 
January 2015
 

 

 
255,000

 
1.73

 
255,000

 
1.73

Series 2010-II
 
September 2015
 
127,500

 
2.29

 
85,000

 
0.98

 
212,500

 
1.77

Series 2011-II
 
June 2016
 
155,000

 
2.39

 
100,000

 
0.88

 
255,000

 
1.80

Series 2011-IV
 
October 2016
 
165,000

 
1.90

 
90,000

 
0.83

 
255,000

 
1.52

 
 
 
 
 

 
 

 
 

 
 

 
 

 
 

Total secured obligations

 
447,500

 
 

 
955,000

 
 

 
1,402,500

 
 

Less: current maturities
 

 
 

 
(425,000
)
 
 

 
(425,000
)
 
 

Secured long-term obligations of the Trust, less current maturities
 
$
447,500

 
 

 
$
530,000

 
 

 
$
977,500

 
 

At July 2, 2011:
 
 
 
 
 
 
 
 
 
 
 
 
Series 2006-III
 
October 2011
 
$
250,000

 
5.26
%
 
$
250,000

 
0.36
%
 
$
500,000

 
2.81
%
Series 2008-IV
 
September 2011
 
122,500

 
7.29

 
75,900

 
4.42

 
198,400

 
6.19

Series 2009-I
 
March 2012
 

 

 
425,000

 
2.19

 
425,000

 
2.19

Series 2010-I
 
January 2015
 

 

 
255,000

 
1.64

 
255,000

 
1.64

Series 2010-II
 
September 2015
 
127,500

 
2.29

 
85,000

 
0.89

 
212,500

 
1.73

Series 2011-II
 
June 2016
 
155,000

 
2.39

 
100,000

 
0.79

 
255,000

 
1.76

 
 
 
 
 

 
 

 
 

 
 

 
 

 
 

Total secured obligations
 
 
655,000

 
 

 
1,190,900

 
 

 
1,845,900

 
 

Less: current maturities
 
(372,500
)
 
 

 
(750,900
)
 
 

 
(1,123,400
)
 
 

Secured long-term obligations of the Trust, less current maturities
 
$
282,500

 
 

 
$
440,000

 
 

 
$
722,500

 
 


15


CABELA'S INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share and Per Share Amounts)
(Unaudited)


The Trust also issues variable funding facilities which are considered secured borrowings backed by restricted credit card loans. The Trust renewed one variable funding facility in the amount of $225,000 on March 23, 2012. At June 30, 2012, the Trust had three variable funding facilities with $875,000 in available capacity and with no amounts outstanding.  The three variable funding facilities are scheduled to mature in March 2014, September 2014, and March 2015. Each of these variable funding facilities includes an option to renew. Variable rate note interest is priced at a benchmark rate, London Interbank Offered Rate, or commercial paper rate, plus a spread, which ranges from 0.50% to 0.85%.  The variable rate notes provide for a fee ranging from 0.25% to 0.40% on the unused portion of the facilities.  During the six months ended June 30, 2012, and July 2, 2011, the daily average balance outstanding on these notes was $260,989 and $49,000, with a weighted average interest rate of 0.78% and 0.84%, respectively.

The Trust sold asset-backed notes of $500,000 (Series 2012-I) and $500,000 (Series 2012-II) on March 7, 2012, and June 27, 2012, respectively.  Each securitization transaction included the issuance of $425,000 of Class A notes and three subordinated classes of notes in the aggregate principal amount of $75,000.  The Financial Services segment retained each of the subordinated classes of notes which were eliminated in the preparation of our condensed consolidated financial statements.  Each class of notes issued in these securitization transactions has an expected life of approximately five years and a contractual maturity of approximately eight years.  These securitization transactions were used to refinance asset-backed notes issued by the Trust that matured during the six months ended June 30, 2012, and to fund the growth in restricted credit card loans.

The Financial Services segment has unsecured federal funds purchase agreements with two financial institutions.  The maximum amount that can be borrowed is $85,000. There were no amounts outstanding at June 30, 2012, December 31, 2011, or July 2, 2011.  During the six months ended June 30, 2012, and July 2, 2011, the daily average balance outstanding was $756 and $41, respectively, with a weighted average rate of 0.75% for both periods.

6.     LONG-TERM DEBT AND CAPITAL LEASES
 
Long-term debt, including revolving credit facilities and capital leases, consisted of the following at the periods ended:
 
June 30,
2012
 
December 31,
2011
 
July 2,
2011
 
 
 
 
 
 
Unsecured revolving credit facility
$

 
$

 
$
115,000

Unsecured notes due 2016 with interest at 5.99%
215,000

 
215,000

 
215,000

Unsecured senior notes due 2017 with interest at 6.08%
60,000

 
60,000

 
60,000

Unsecured senior notes due 2012-2018 with interest at 7.20%
48,857

 
57,000

 
57,000

Unsecured revolving credit facility of $15,000 CAD
 
 
 
 
 
expiring June 30, 2013, with interest at 3.00%
3,461

 

 
8,668

Capital lease obligations payable through 2036
12,801

 
12,922

 
13,038

Total debt
340,119

 
344,922

 
468,706

Less current portion of debt
(8,394
)
 
(8,387
)
 
(123,390
)
Long-term debt, less current maturities
$
331,725

 
$
336,535

 
$
345,316

 
The Company has a credit agreement providing for a $415,000 revolving credit facility that expires on November 2, 2016. The unsecured $415,000 revolving credit facility permits the issuance of letters of credit up to $100,000 and swing line loans up to $20,000. This credit facility may be increased to $500,000 subject to certain terms and conditions.

16


CABELA'S INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share and Per Share Amounts)
(Unaudited)


During the six months ended June 30, 2012, and July 2, 2011, the daily average principal balance outstanding on the lines of credit was $1,740 and $74,880, respectively, and the weighted average interest rate was 1.62% and 1.20%, respectively. Letters of credit and standby letters of credit totaling $22,311 and $19,090, respectively, were outstanding at June 30, 2012, and July 2, 2011. The daily average outstanding amount of total letters of credit during the six months ended June 30, 2012, and July 2, 2011, was $12,083 and $10,715, respectively.

The Company also has a credit agreement for its operations in Canada providing for a $15,000 Canadian ("CAD") unsecured revolving credit facility through June 30, 2013. The credit facility permits the issuance of up to $5,000 CAD in letters of credit, which reduce the overall credit limit available under the credit facility.

At June 30, 2012, the Company was in compliance with all financial covenants under the credit agreements and unsecured notes. At June 30, 2012, the Company was in compliance with the financial covenant requirements of its $415,000 credit agreement with a fixed charge coverage ratio of 8.19 to 1 (minimum requirement is 2.00 to 1), a leverage ratio of 1.00 to 1 (requirement is no more than 3.00 to 1), and a consolidated net worth that was $300,078 in excess of the minimum. We anticipate that we will continue to be in compliance with all financial covenants under our credit agreements and unsecured notes through at least the next 12 months.

 The Company also has financing agreements that allow certain boat and all-terrain vehicle merchandise vendors to give the Company extended payment terms. The vendors are responsible for all interest payments, with certain exceptions, for the financing period and the financing company holds a security interest in the specific inventory held by the Company. Cabela’s revolving credit facility limits this security interest to $100,000. The extended payment terms to the vendor do not exceed one year. The outstanding liability, included in accounts payable, was $225, $524, and $1,065 at June 30, 2012, December 31, 2011, and July 2, 2011, respectively.

7.    IMPAIRMENT AND RESTRUCTURING CHARGES

Impairment and restructuring charges consisted of the following for the periods ended: 
 
Three Months Ended
 
Six Months Ended
 
June 30,
2012
 
July 2,
2011
 
June 30,
2012
 
July 2,
2011
Impairment losses relating to:
 
 
 
 
 
 
 
Land held for sale
$

 
$
264

 
$

 
$
264

Restructuring charges for:
 
 
 
 
 
 
 
Severance and related benefits

 
691

 

 
691

 
$

 
$
955

 
$

 
$
955


Long-lived assets of the Company are evaluated for possible impairment whenever changes in circumstances may indicate that the carrying value of an asset may not be recoverable. During three months ended June 30, 2012, and July 2, 2011, the Company evaluated the recoverability of certain property, equipment, land held for sale, and economic development bonds. In accordance with accounting guidance on asset valuations, the Company recognized impairment losses totaling $264 in the three and six months ended July 2, 2011. No impairment losses were recognized in the three and six months ended June 30, 2012.  Trends and management projections could change undiscounted cash flows in future periods which could trigger possible future write downs. In the three and six months ended July 2, 2011, the Company incurred charges of $691 for severance and related benefits.  All impairment and restructuring charges were recorded to the Corporate Overhead and Other segment.



17


CABELA'S INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share and Per Share Amounts)
(Unaudited)


8.     INCOME TAXES    
 
A reconciliation of the statutory federal income tax rate to the effective income tax rate was as follows for the periods presented.
 
Three Months Ended
 
Six Months Ended
 
June 30,
2012
 
July 2,
2011
 
June 30,
2012
 
July 2,
2011
 
 
 
 
 
 
 
 
Statutory federal rate
35.0
 %
 
35.0
 %
 
35.0
 %
 
35.0
 %
State income taxes, net of federal tax benefit
4.0

 
2.3

 
3.0

 
2.3

Other nondeductible items
0.5

 
0.6

 
0.6

 
0.5

Tax exempt interest income
(0.5
)
 
(0.2
)
 
(0.5
)
 
(0.3
)
Rate differential on foreign income
(3.8
)
 
(4.1
)
 
(3.8
)
 
(4.1
)
Change in unrecognized tax benefits
0.6

 
0.8

 
0.6

 
0.9

Other, net
0.1

 
0.2

 

 
(0.1
)
 
35.9
 %
 
34.6
 %
 
34.9
 %
 
34.2
 %
The balance of unrecognized tax benefits totaled $40,413, $37,608, and $45,985 at June 30, 2012, December 31, 2011, and July 2, 2011, respectively. The changes comparing the respective periods were due primarily to our assessments of uncertain tax positions related to prior period tax positions. In 2011, the Company paid $38,418 as a deposit for federal taxes related to prior period uncertain tax positions. The deposit is classified as a current asset netted within income taxes receivable and deferred income taxes in the condensed consolidated balance sheet.

9.     COMMITMENTS AND CONTINGENCIES
 
The Company leases various buildings, computer and other equipment, and storage space under operating leases which expire on various dates through July 2037. Rent expense on these leases as well as other month to month rentals was $2,862 and $5,404 in the three and six months ended June 30, 2012, respectively, compared to $2,300 and $4,634 in the three and six months ended July 2, 2011, respectively. The following is a schedule of future minimum rental payments under operating leases at June 30, 2012:
For the six months ending December 29, 2012
 
$
5,910

For the fiscal years ending:
 
 
2013
 
11,720

2014
 
11,019

2015
 
10,676

2016
 
9,938

Thereafter
 
138,141

 
 
$
187,404

The Company has lease agreements for certain retail store locations. Certain leases include tenant allowances that will be amortized over the life of the lease. In the six months ended June 30, 2012, and July 2, 2011, no tenant allowances were received. The Company expects to receive $4,200 in tenant allowances under these leases during the last half of 2012. Certain leases require the Company to pay contingent rental amounts based on a percentage of sales, in addition to real estate taxes, insurance, maintenance, and other operating expenses associated with the leased premises. These leases have terms which include renewal options ranging from 10 to 70 years.    
 

18


CABELA'S INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share and Per Share Amounts)
(Unaudited)


The Company has entered into real estate purchase, construction, and/or economic development agreements for various new retail store site locations. At June 30, 2012, the Company had total estimated cash commitments of approximately $174,800 outstanding for projected expenditures connected with the development, construction, and completion of new retail stores. This does not include any amounts for contractual obligations associated with retail store locations where the Company is in the process of certain negotiations.
 
Under various grant programs, state or local governments provide funding for certain costs associated with developing and opening a new retail store. The Company generally receives grant funding in exchange for commitments, such as assurance of agreed employment and wage levels at the retail store or that the retail store will remain open, made by the Company to the state or local government providing the funding. The commitments typically phase out over approximately five to 10 years. If the Company failed to maintain the commitments during the applicable period, the funds received may have to be repaid or other adverse consequences may arise, which could affect the Company's cash flows and profitability. At June 30, 2012, December 31, 2011, and July 2, 2011, the total amount of grant funding subject to a specific contractual remedy was $7,491, $9,930, and $11,444, respectively.

The Company operates an open account document instructions program, which provides for Cabela's-issued letters of credit. The Company had obligations to pay participating vendors $72,603, $40,074, and $65,021, at June 30, 2012, December 31, 2011, and July 2, 2011, respectively.

The Financial Services segment enters into financial instruments with off-balance sheet risk in the normal course of business through the origination of unsecured credit card loans. Unsecured credit card accounts are commitments to extend credit and totaled $20,594,000, $20,235,000, and $16,360,000 at June 30, 2012, December 31, 2011, and July 2, 2011, respectively. These commitments are in addition to any current outstanding balances of a cardholder. Unsecured credit card loans involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets. The principal amounts of these instruments reflect the Financial Services segment's maximum related exposure. The Financial Services segment has not experienced and does not anticipate that all customers will exercise the entire available line of credit at any given point in time. The Financial Services segment has the right to reduce or cancel the available lines of credit at any time.

Proposed Settlement of Visa Litigation – In June 2005, a number of entities, each purporting to represent a class of retail merchants, sued Visa and several member banks, and other credit card associations, alleging, among other things, that Visa and its member banks have violated United States antitrust laws by conspiring to fix the level of interchange fees. On July 13, 2012, the parties to this litigation announced that they had entered into a memorandum of understanding, which subject to certain conditions, including court approval, obligates the parties to enter into a settlement agreement to resolve the claims brought by the class members. If approved, the settlement agreement would, among other things, require the distribution to class merchants of an amount equal to 10 basis points of default interchange across all credit rate categories for a period of eight consecutive months, which otherwise would have been paid to issuers like WFB, require Visa to change its rules to allow merchants to charge a surcharge on credit card transactions subject to a cap, and require Visa to meet with merchant buying groups that seek to negotiate interchange rates collectively. To date, WFB has not been named as a defendant in any credit card industry lawsuits. Due to uncertainty in the ultimate resolution of this matter, management does not believe that there is a liability to record as of June 30, 2012. If the proposed settlement is approved as currently drafted, management believes that the 10 basis point reduction of default interchange across all credit rate categories for a period of eight consecutive months would result in a reduction of interchange income of less than $12,500 in the Financial Services segment.

Litigation and Claims – The Company is party to various legal proceedings arising in the ordinary course of business. These actions include commercial, intellectual property, employment, regulatory, and product liability claims. Some of these actions involve complex factual and legal issues and are subject to uncertainties. The activities of WFB are subject to complex federal and state laws and regulations. WFB's regulators are authorized to impose penalties for violations of these laws and regulations and, in some cases, to order WFB to pay restitution. The Company cannot predict with assurance the outcome of the actions brought against it. Accordingly, adverse developments, settlements, or resolutions may occur and have a material effect on the Company's results of operations for the period in which such development, settlement, or resolution occurs. However, the Company does not believe that the outcome of any current legal proceeding would have a material effect on its results of operations, cash flows, or financial position taken as a whole.
 

19


CABELA'S INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share and Per Share Amounts)
(Unaudited)


On January 6, 2011, the Company received a Commissioner's charge from the Chair of the U.S. Equal Employment Opportunity Commission ("EEOC") alleging that the Company has discriminated against non-Whites on the basis of their race and national origin in recruitment and hiring. The Company is disputing these allegations, and the EEOC currently is in the early stages of its investigation. At the present time, the Company is unable to form a judgment regarding a favorable or unfavorable outcome regarding this matter or the potential range of loss in the event of an unfavorable outcome.

10.     STOCK-BASED COMPENSATION PLANS AND EMPLOYEE BENEFIT PLANS

Stock-Based Compensation. The Company recognized total stock-based compensation expense of $3,345 and $6,600 for the three and six months ended June 30, 2012, respectively, and $3,258 and $6,350 for the three and six months ended July 2, 2011, respectively. Compensation expense related to the Company's stock-based payment awards is recognized in selling, distribution, and administrative expenses in the condensed consolidated statements of income. At June 30, 2012, the total unrecognized deferred stock-based compensation balance for all equity awards issued, net of expected forfeitures, was $17,010, net of tax, which is expected to be amortized over a weighted average period of 2.8 years.

Option Awards. During the six months ended June 30, 2012, there were 229,540 non-qualified stock options granted to employees under the Cabela's Incorporated 2004 Stock Plan ("2004 Plan") at an exercise price of $35.17 per share and 18,000 non-qualified stock options granted to non-employee directors at an exercise price of $34.44 per share. These options have an eight-year term and vest over four years for employees and one year for non-employee directors. In addition, during the