Document 377910npx2aG6pXwRe1b04nJ6

FILE NAME Cape Asbestos CAPE DATE 1963 DOC CAPE141 DOCUMENT DESCRIPTION Manhattan Annual Report Legal - Tibbs Case Exhibit 39 CLEVELAND PUBLIC LIBRANT BUSINESS INF. BUR. CORPORATION FILE 1963 INC. ATIVONYLSA Gale - S20e PO 8k Eb-cb ~Wd REPORT REPORT 196 Gio NOWNOD SVaId - DEZO #ASV LO P 6SZ ELCTRONIAY FILED - 2023 Oct 18 12:13 PM - RIC-HLAND COMON PLEAS - 203CP41759203CP401759 ne ae KELY Asbestos Textiles Cool Garb for Hot Work Friction Materials What It Takes in the Clutch Manhattan Inc. manufactures a wide range of products for American Industry Aerospace automotive steel mining metalworking paper chemical construction companies in every category rely on M ... depend on M products that range from conveyor belts to missile components from bowling balls to the brakes on your car Whoever you are whatever your business an M product touches your life And whether it's made from Asbestos Rubber Sintered Metal or Specialized Plastics all industry de- pends on M techniq-uaensd M tech- nology promote the highest standards of performance reliabilitAytManhattan reliable people make reliable products ELCTRONIAY FILED - 2023 Oct FIVE YEAR REVIEW OF OPERATIONS 18 12:13 12:13 1963 | 1962 1961 1960 PM - 1959 RICHLAND Operating Results Net sales | 95,239,539 | 93,043,823 | 86,042,925 | 84,313,453 | 88,710,186 Income before income taxes 9,150,730 8,352,224 6,517,311 6,181,629 8,169,723 - Federal Canadian and State income taxes 4,760,000 4,300,000 3,350,000 3,226,972 4,265,000 COMON Net income Percentage of net income to sales Net income per share 4,390,730 4.6 3.48 4,052,224 4.4 3.21 3,167,311 3.7 2.51 2,954,657 3.5 2.34 3,904,723 4.4 3.09 Dividends declared per share Working Capital 2.00 1.85 1.72 1.70 1.70 PLEAS - Current assets Current liabilities 43,140,760 9,341,443 38,504,884 | 36,325,038 6,280,401 5,812,509 34,446,424 5,017,926 35,709,761 7,254,722 Working capital 33,799,317 32,224,483 | 30,512,529 29,428,498 28,455,039 Working capital per share 26.80 25.55 24.19 23.33 22.56 Ratio of current assets to 203CP41759 current liabilities Properties Expenditures for plant facilities 4.6 to 1 6.1 to 6.2 to 1 6.9 to 1 4.9 to 2,081,670 2,128,044 1,836,699 2,494,484 2,349,460 Depreciation provided 1,986,797 1,995,485 1,980,012 1,966,329 1,670,894 Stockholders Investment Amount Shares of stock outstanding Book value per share Number of stockholders 50,961,588 1,261,200 40.41 6,387 49,093,258 | 1,261,200 38.92 5,848 47,424,877 1,261,200 37.60 5,808 46,433,136 | 1,261,200 36.81 5,655 44,647,746 1,261,200 35.40 5,595 Employees Number of employees 6,225 6,210 6,149 5,950 6,556 After giving effect to the 1963 two stock split The financial operations of the wholly Canadian subsidiary are not included in the above tabulation for 1959 page 1 TO THE STOCKHOLDERS OF RAYBESTOS MANHATTAN INC Your Company's 1963 financial operations showed continuing improvement and satisfactory results The 1963 net sales were 95,239,539 the highest in the Company's history and compared with 1962 net sales of 93,043,823 The 1963 net income was 4,390,730 compared with 1962 net income of 4,052,224 The net income for 1963 was 3.48 per share compared with 3.21 per share for 1962 after giving effect to the 1963 stock split of 2 for 1 Dividends declared in 1963 were 2.00 per share com- pared with 1.85 per share for 1962 based 1,261,200 shares of stock outstanding in 1963 upon The splendid improvement in the 1963 net income is due to the increase in sales cost and expense reductions and inventory controls at all Divisions A comparative summary of the financial operations for 1963 and 1962 follows FINANCIAL OPERATIONS Income | 1963 | 1962 Net sales | 95,239,539 | 93,043,823 Dividends interest discount and other income 1,064,793 868,740 Total income | 96,304,332 | 93,912,563 Expenses Materials | 28,411,066 | 27,610,931 Employees compensation 37,430,343 | 36,760,469 Federal Canadian State and local taxes 7,263,820 6,804,183 Depreciation All other expenses 1,986,797 1,995,485 16,821,576 | 16,689,271 Total expenses | 91,913,602 | 89,860,339 Net income | $ 4,390,730 | $ 4,052,224 ELCTRONIAY FILED - 2023 Oct 18 12:13 SOURCE AND APPLICATION OF FUNDS PM - RICHLAND The cash flow for 1963 and 1962 is summarized as follows RICHLAND Source of Funds | 1963 | 1962 RICHLAND Net income | Provision for depreciation charge did not require cash outlay Disposal of plant assets net Total | Application of Funds Acquisition of additional plant assets Increase in working capital Increase or decrease in other assets Dividends | Total | 4,390,730 | 4,052,224 ! 1,986,797 2) 1,995,485 44,791 29,916 6,422,318 | 6,077,623 PLEAS PLEAS PLEAS 2,081,670 | 2,128,044 1,574,834 243,414 1,711,954 @ 95,558 _ 2,522,400 | 2,333,286 6,422,318 | 6,077,625 FINANCIAL CONDITION 40175 The Company's financial condition at December 400175 1963 was excellent with cash of 11,600,860 being 2,259,417 in excess of all liabilities which were 9,341,443 The ratio of current assets to current liabilities at December 31 1963 was 4.6 to 1 compared with 6.1 to 1 at December 31 1962. A comparison of the inventories at December 31 1963 and December 31 1962 valued at the lower of cost or market follows December 31 | 1963 =| 1962 Raw materials | $ 4,524,593 Work in process 4,972,113 $ 4,645,678 4,846,375 Finished goods 7,807,611 8,446,685 Total | 17,304,317 | 17,938,738 page 2 The December 31 1963 quoted market value of the Company's investment in Cassiar Asbestos Corporation Limited amounted to 3,979,220 compared with the cost value of 1,627,313 and shows an appreciation of 2,351,907 PLANT PROPERTIES A comparison of the plant assets at December 31 1963 and December 31 1962 follows December 31 1963 1962 Land | $ 808,287 $ 802,287 Buildings 12,310,335 | 11,988,709 Machinery 32,908,668 | 31,766,543 Total | 46,027,290 | 44,557,539 Less accumulated depreciation 32,099,708 | 30,680,039 Net total | 13,927,582 | 13,877,500 During 1963 expenditures for additional facilities amounted to 2,081,670 and included new and improved facilities at all of our plants and the acquisition of three brake lining bonding depots located at Naperville Ill Dallas Texas and Los Angeles Calif The 1963 depreciation amounted to 1,986,797 compared with 1962 depreciation of 1,995,485 The depre- ciation was calculated at established rates which will absorb the cost of the plant assets during their useful life and are in line with the Internal Revenue Service Guide Line Rules All plant facilities are in excellent condition NET WORTH The Company's net worth is represented by 1,261,200 shares of stock outstanding which has a stated value of 12.50 a share and amounts to 15,765,000 The ELCTRONIAY FILED - 2023 Oct 18 12:13 PM earned surplus amounted to 35,196,588 making the - total capital stock and earned surplus at December 31 RICHLAND 1963 50,961,588 compared with a total value at December 31 1962 of 49,093,258 The increase of 1,868,330 represents the 1963 net income of 4,390,730 less the dividends declared of 2,522,400 - COM ON EMPLOYEE RELATIONS We continue to enjoy exceptionally fine employee relations at all of our operating divisions and did not PLEAS experience any strikes during the year 1963 CHANGE IN CAPITAL STOCK - The stockholders at the annual meeting on April 2 1963 203CP41759 approved the Directors recommendation to split the stock on the basis of 2 shares for 1. At December 31 1963 there were 1,261,200 shares outstanding and there were 90,824 shares in the Treasury 2023CP40 1759 ANNUAL MEETING 2023CP401759 The annual meeting of stockholders will be held on 203CP401759 April 7 1964 at 2:00 P.M. at the Biltmore Hotel 43rd Street at Vanderbilt and Madison Avenues New York City All stockholders are cordially invited to attend Proxies for this meeting are being mailed and stockholders are requested to return their proxies promptly On behalf of the Officers and Directors I extend my sincere thanks for the loyal support and cooperation received from our stockholders employees customers and suppliers JOHN F. D. ROHRBACH President March 13 1964 page 3 ELCTRONIAY CONSOLIDATED BALANCE SHEETS FILED - 2023 Oct 18 ASSETS 12:13 PM - RICHLAND December 31 1963 1962 CURRENT ASSETS - Cash 11,600,860 $ 9,445,405 United States Government obligations at cost quoted market value 3,009,899 for 1963 and 578,250 for 1962 Marketable securities at cost quoted market value 1,045,481 for 1963 and 840,475 for 1962 3,036,462 516,749 COMON 600,000 609,742 PLEAS Accounts receivable net of 126,059 reserve for 1963 and 124,333 for 1962 10,682,372 9,910,999 Inventories at lower of cost or market 17,304,317 17,938,738 - Total current assets 43,140,760 38,504,884 INVESTMENTS Cassiar Asbestos Corporation Limited cost quoted market value 3,979,220 for 1963 and 3,944,850 for 1962 Sundry other investments Total investments SUNDRY NONCURRENT Deposits with mutual fire insurance company Notes and accounts receivable Total sundry noncurrent 1,627,313 451,906 2,079,219 255,733 94,496 350,229 203CP41759 1,627,313 451,872 2,079,185 281,850 77,780 359,630 PLANT ASSETS Land buildings machinery and equipment Less accumulated depreciation Net plant assets 46,027,290 32,099,708 13,927,582 44,557,539 30,680,039 13,877,500 PREPAID EXPENSES AND DEFERRED CHARGES Total 805,241 60,303,031 552,460 55,373,659 The accompanying note is an integral part of this statement page 4 ELECTRONICAL Y ELCTRONIAY Manhattan Inc. and Subsidiaries FILED - 2023 Oct 18 LIABILITIES AND CAPITAL 12:13 PM - RICHLAND December 31 1963 1962 CURRENT LIABILITIES - Accounts payable $ 3,102,660 $ 2,848,496 COM ON Salaries wages and expenses accrued Taxes accrued and withheld Dividends payable January 2 1964 and 1963 2,075,939 1,173,902 630,600 1,722,358 928,792 630,600 Federal and Canadian taxes on income less PLEAS United States Tax Anticipation Bills 495,966 1,987,204 2,264,710 101,891 PLEAS Deferred Federal income taxes 93,632 48,264 - Total current liabilities 9,341,443 6,280,401 CAPITAL STOCK AND SURPLUS Capital stock 203CP41759 December31 1963 Authorized 2,000,000 shares without par value In treasury 90,824 shares Outstanding 1,261,200 shares with stated value of 12.50 per share 15,765,000 December 31 1962 Authorized 1,000,000 shares without par value In treasury 45,412 shares Outstanding 630,600 shares with stated value of 25.00 per share Earned surplus Total capital stock and surplus 35,196,588 50,961,588 15,765,000 33,328,258 49,093,258 Total 60,303,031 55,373,659 page 5 ELCTRONIAY Manhattan Inc. and Subsidiaries FILED - 2023 Oct CONSOLIDATED STATEMENT OF INCOME 18 12:13 PM - For the year ended December 31 1963 1962 RICHLAND Net sales 95,239,539 93,043,823 Manufacturing cost of sales 70,157,504 68,586,949 - Gross profit 25,082,035 24,456,874 COM ON Selling and administrative expenses Profit from operations Other discount interest dividends and sundry Total income before providing for income taxes 16,996,098 8,085,937 1,064,793 9,150,730 16,973,390 7,483,484 868,740 8,352,224 PLEAS Provision for Federal Canadian and State income taxes 4,760,000 4,300,000 Net Income For Year $ 4,390,730 $ 4,052,224 - 203CP41759 CONSOLIDATED STATEMENT OF EARNED SURPLUS For the year ended December 31 | 1963 Balance January 1 Addition income for year Total Reduction Dividends declared Reduction of value of Canadian assets to reflect current rate of exchange Balance December 31 33,328,258 4,390,730 37,718,988 2,522,400 - 2,522,400 35,196,588 The accompanying note is an integral part of this statement 1962 31,659,877 4,052,224 35,712,101 2,333,220 50,623 2,383,843 33,328,258 page 6 ELCTRONIAY FILED - 2023 Oct NOTE TO FINANCIAL STATEMENTS 18 12:13 PM Noncontributory unfunded retirement plans in effect are subject to termination upon sixty - days notice and do not establish any vested rights On an actuarial basis and allowing for the RICHLAND estimated tax reduction an amount of approximately 19,850,000 at December 31 1963 would be necessary to fund the plans Payments to retired employees charged against income on a you basis amounted to 975,684 in 1963 and 885,624 in 1962. The Canadian subsidiary has a funded plan under which the Company's contributions amounted to 15,292 - in 1963 and 15,397 in 1962 COMON PLEAS - 203CP417592023CP401759 AUDITORS CERTIFICATE 2023CP401759 203CP401759 To the Board of Directors and Stockholders of Manhattan Inc. We have examined the consolidated balance sheets of MANHATTAN INC AND SUBSIDIARIES as of December 31 1963 and 1962 and the related consolidated statements of income and earned surplus for the years then ended Our examination was made in accordance with generally accepted auditing standards and such other auditing procedures as we considered necessary in the circumstances In our opinion the accompanying consolidated balance sheets and related consolidated statements of income and earned surplus present fairly the consolidated financial position of Manhattan Inc. and its subsidiaries at December 31 1963 and 1962 and the results of their operations for the years then ended in conformity with generally accepted accounting principles applied on a consistent basis New York New York February 14 1964 ALEXANDER GRANT & COMPANY Certified Public Accountants page 7 EFLCITRLONIEADY FILED - 2023 Oct 18 12:13 PM - RICHLAND officerS OPERATING John F. D. Rohrbach President DIVISIONS S. Ralph Zimmerman Jr. Raybestos Division - Executive Vice President at United States Asbestos- Bridgeport and Stratford Connecticut Rock Division Manhattan Rubber Division COMON Joseph N. Kuzmick Vice President at Manhattan Rubber Division William S. Simpson Passaic New Jersey The Manhattan Rubber Manufacturing Company Neenah Wisconsin Vice President at Raybestos Division and Secretary United States Asbestos Division PLEAS PLEAS Alvin F. Heinsohn Vice President at General Asbestos & Manheim Pennsylvania General Asbestos & Rubber Division Rubber Division - North Charleston South Carolina Richard B. Hazard Vice President Rubber & Packing Sales Wabash Division Crawfordsville Indiana William H. White Treasurer & Assistant Secretary Pacific Coast Division Fullerton California W. Russell McCauley Assistant Secretary Manhattan Canada Limited S. J. Sandling Assistant Secretary William Bene Assistant Secretary George F. Ducker Assistant Secretary E. LeRoy Musselman Assistant Secretary Peterborough Ontario Canada Raybestos Ltd. London England 203CP41759 DIRECTORS Richard B. Hazard Alvin F. Heinsohn Clifford Hemphill Joseph N. Kuzmick John H. Matthews John F. D. Rohrbach William S. Simpson William H. White S. Ralph Zimmerman Jr. page 8 ELECTRONICAL Y PRINCIPAL PRODUCTS OF ELECTRONICALY ELCTRONIAY MANHATTAN INC FRICTION MATERIALS Brake Lining Molded and Woven in Rolls and in Formed Segments [_] Relined Brake Shoes Riveted and Bonded Brake Blocks Molded Woven and Sintered Metal Clutch Facings and Automatic Transmission Friction Ele- ments Molded Woven Semi- and Metallic Cellulose and Asbestos FILED - INDUSTRIAL RUBBER Belts Conveyor and Elevator Power Transmission types and 2023 Oct Flat (|) Hose For every Industrial and Special Purpose Automotive and Aviation Rubber Covered Rolls and Rubber Lined Equipment Rubber Specialties Engineered Molded Lathe Cut and Extruded Products Typewriter Platens 18 ASBESTOS TEXTILES 12:13 PM Roving Lap and Fillers Yarns Cloth Tapes Pyrotex Felts Electrical Insulating Tapes - ASBESTOS LAUNDRY PADS AND COVERS RICHLAND For Commercial and Institutional use MECHANICAL PACKINGS AND GASKET MATERIALS - Asbestos Rubber Metallic Flax Molded Teflon and Other Plastics Com- COM ON pressed Asbestos Rubber and Silicone Sheets PLASTIC PRODUCTS Teflon Packing Tape Rods Sheets Tubes Thin Wall Tubing Hose Ball Valves and Engineered Parts Asbestos Felts Mats and Molding Compounds (] Resinated Asbestos Parts for Structural Mechanical and Insulating Require- PLEAS ments Resinated Asbestos Rocket and Missile Components - PRECISION MOLDED FRICTION AND STRUCTURAL PARTS ABRASIVE WHEELS Grinding Finishing Polishing Cut and Special Purpose DIAMOND WHEELS For grinding carbide tools glass and slitting of ceramics and concrete 203CP41759 HYDRAULIC BRAKE PARTS AND BRAKE FLUID INDUSTRIAL ADHESIVES Rubber and plastic base BOWLING BALLS BILLIARD CUSHIONS POOL TABLE POCKETS Engineering assistance is freely offered for the application of all Raybestos hattan products and for the development of new products to meet special needs ELCTRONIAY FILED - 2023 Oct 18 12:13 PM - RIC-HLAND COMON PLEAS - CASE#203P41759