Rogers 2005 Annual Report Download - page 57

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53 ROGERS 2005 ANNUAL REPORT . MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Dividends and Other Payments on RCI Equity Securities
The dividend policy is reviewed periodically by the Board. The declaration and payment of dividends are at the sole discre-
tion of the Board of Directors (the “Board”) and depend on, among other things, our financial condition, general business
conditions, legal restrictions regarding the payment of dividends by us, some of which are referred to below, and other
factors which the Board may, from time-to-time, consider to be relevant. As a holding company with no direct operations,
we rely on cash dividends and other payments from our subsidiaries and our own cash balances to pay dividends to our
shareholders. The ability of our subsidiaries to pay such amounts to us is limited and is subject to the various risks as
outlined in this discussion, including, without limitation, legal and contractual restrictions contained in instruments
governing subsidiary debt.
In December 2005, our Board declared a 50% increase to the dividend paid for each of our outstanding Class B
Non-Voting shares and Class A Voting shares. Accordingly, the annual dividend per share increased from $0.10 per share
to $0.15 per share, and are paid twice yearly in the amount of $0.075 per share to holders of record of such shares on
the record date established by the Board for each dividend at the time such dividend is declared. These dividends are
scheduled to be made on or about the first trading day following January 1 and July 1 each year. The first such semi-
annual dividend pursuant to the policy totalling $23.5 million was paid on January 6, 2006 to shareholders of record on
December 28, 2005.
In May 2004, the Board had previously adopted a dividend policy that provided for dividends aggregating,
annually, $0.10 per share to be paid on each outstanding Class A Voting share and Class B Non-Voting share. Pursuant to
this policy, the dividends were paid twice yearly in the amount of $0.05 per share to holders of record of such shares on
the record date.
During 2005, the Board declared dividends in aggregate of $0.125 per share on each of its outstanding
Class B Non-Voting shares, and Class A Voting shares, $0.05 of which were paid on July 2, 2005 to shareholders of record on
June 14, 2005 and $0.075 of which were paid on January 6, 2006 to shareholders of record on December 28, 2005.
During 2004, the Board declared dividends in aggregate of $0.10 per share on each of its outstanding
Class B Non-Voting shares, Class A Voting shares and Series E Preferred shares, $0.05 of which were paid on July 2, 2004
to shareholders of record on June 16, 2004 and $0.05 of which were paid on January 2, 2005 to shareholders of record on
December 12, 2004.
During 2003, the Board declared dividends in aggregate of $0.10 per share on each of its outstanding Class
B Non-Voting shares, Class A Voting shares, and Series E Preferred shares, $0.05 of which were paid on July 2, 2003, to
shareholders of record on June 16, 2003 and $0.05 of which were paid on January 2, 2004, to shareholders of record on
December 13, 2004.
During the year ended December 31, 2002, no dividends were declared on Class A Voting shares, Class B Non-
Voting shares, Series B Preferred shares and Series E Preferred shares held by members of our Management Share
Purchase Plan. During the year ended December 31, 2001, $14,000 of dividends declared in 2001 were paid on Series B
Preferred shares and Series E Preferred shares held by members of our Management Share Purchase Plan. In fiscal 2000,
dividends aggregating $10.2 million were paid on the Class A Voting shares, the Class B Non-Voting shares, the Series B
Preferred shares and the Series E Preferred shares. Dividends may not be paid in respect of the Class A Voting shares or
Class B Non-Voting shares unless all accrued and unpaid dividends in respect of its Preferred shares have been paid or
provided for. We have paid all dividends required to be paid pursuant to the terms of our Preferred shares.
We have also paid distributions on our Convertible Preferred Securities of approximately $18.6 million,
$20.3 million, $29.8 million and $33.0 million for the years December 31, 2001, 2002, 2003 and 2004, respectively, and nil
in 2005, in each case net of income taxes and exclusive of dividends paid to subsidiary companies. In 2002, we accreted
interest, excluding acquisition costs of approximately $15.4 million on Preferred Securities, net of income tax recovery of
$9.7 million and $16.5 million on our then outstanding Collateralized Equity Securities.