Burnham Holdings, Inc. Announces Year 2020 Financial Results

LANCASTER, Pa., Feb. 18, 2021 /PRNewswire/ -- Burnham Holdings, Inc., (OTC-Pink: BURCA), the parent company of multiple subsidiaries that are leading domestic manufacturers and sellers of boilers, and related HVAC products and accessories (including furnaces, radiators, and air conditioning systems), for residential, commercial and industrial applications, today reported financial results for the year ended December 31, 2020.

The following are some key highlights of our 2020 financial results:

    --  Net sales were $ 187.5 million, a decrease of $ 24.8 million, or 11.7%,
        compared to 2019 as overall demand for residential and commercial
        heating equipment was adversely affected in the first half of the year
        by warmer than normal winter weather and impacts from the COVID-19
        pandemic.
    --  Gross profit was $ 38.5 million, down $ 7.0 million, or 15.5%, versus
        2019, as the result of lower sales
    --  Net Income was $6.55mm, or $1.43 per share; versus $8.74mm, or $1.91 per
        share in 2019

Further details of the results mentioned in this press release will be discussed in the Company's 2020 Annual Report and audited financial statements, which will be available on or around March 22, 2021.

The COVID-19 pandemic had a significant impact on our businesses in 2020. As an essential business, Burnham Holdings and its subsidiaries continued all operations with implementation of proper personal protection protocols throughout all facilities. The majority of office staff transitioned to a work-from-home posture, which continued throughout the year. Overall, operations successfully adapted to the new operating environment, delivering strong second half business results and minimizing operational disruptions. It was a significant team effort by the entire organization to keep our employees safe and healthy while continuing to meet the needs of our customers and the end users who rely on our products for their comfort and well-being.

Full year 2020 sales of residential heating products decreased by 10.5% compared to 2019 levels, due mainly to weather and COVID-19 related business closures in the first half of the year. However, residential product sales did show improvement in the second half of 2020 with a 1.5% increase compared to 2019 second half sales. Sales of commercial boiler products decreased by 14.8% in 2020, as new project activity was depressed due to COVID-19 related closures of schools, hotels and other users of large commercial boilers. Sales of new high-efficiency commercial boiler products in 2020 were higher compared to 2019 levels.

Gross profit (profit after deducting cost of goods sold (COGS) from net sales) in 2020 was $ 38.5 million, or 20.5% of net sales. This compares to gross profit of $ 45.5 million in 2019, or 21.4% of net sales. Gross profit as a percentage of sales in 2020 was impacted negatively by the decrease in sales volume, Selling, general, and administrative expenses (SG&A) were lower at $ 30.5 million in 2020 compared to $ 34.4 million in 2019, a decrease of $ 3.9 million, or 11.3%. SG&A as a percent of sales was 16.3% versus 16.2% in 2019.

Reported net income in 2020 was $6.55 million, a return on net sales of 3.5%, and basic earnings per share of $1.43. This compared to reported 2019 net income of $8.74 million, a return on net sales of 4.1%, and basic earnings per share of $ 1.91.

Effective as of the Annual Meeting, April 26, 2021, George W. Hodges, Chairman of the Board, will retire from the Board after serving 15 years in a variety of Board positions; including the last year as Board Chairman. We are very appreciative of the countless contributions Mr. Hodges has made to the success of the Company. John W. Lyman was elected the new Chairman of the Board, effective April 26, 2021. Mr. Lyman has served as a Director of the Company since 2002, serving on several Board committees, including the Nominating and Governance Committee which he currently Chairs, as well as the Audit and Risk Committee.

At its meeting on February 18, 2021, Burnham Holdings, Inc.'s Board of Directors declared a quarterly common stock dividend of $0.22 per share, payable on March 12, 2021 with a record date of March 5, 2021; and has scheduled the 2021 Annual Meeting of Shareholders for Monday, April 26th with a shareholder record date of March 1, 2021. With continued public health concerns as the result of COVID-19, the meeting will be a virtual meeting and shareholders will not be able to attend in person. Further details regarding the meeting will be provided in March, 2021 on our website, burnhamholdings.com.



       
              Consolidated Statements of Income



       (In thousands, except per share data)                                                                                     
          Years Ended December



       (Data is unaudited (see Notes))                                                                                                  2020                    2019

    ---


       Net sales                                                                                                $187,461                $212,257



       Cost of goods sold                                                                                                            148,985                 166,737

    ---

                                                        
     Gross profit                                                                    38,476                  45,520



       Selling, general and administrative expenses                                                                                   30,477                  34,355



       Goodwill impairment loss (Note 3)

    ---

                                                        
     Operating income                                                                 7,999                  11,165



       Other income (expense):


                                                        
     Non-service related pension credit                                                 684                     720


                                                        
     Interest and investment income                                                     719                     822


                                                        
     Interest expense                                                                 (930)                (1,141)



                                                        
     Other income (expense)                                                             473                     401




       Income before income taxes                                                                                                      8,472                  11,566



       Income tax (benefit) expense                                                                                                    1,925                   2,828

    ---

                                                        
     NET (LOSS) INCOME                                                               $6,547                  $8,738



                                                          BASIC (LOSS) EARNINGS PER SHARE (Note 1)                                         $1.43                   $1.91


                                                          DILUTED (LOSS) EARNINGS PER SHARE (Note 1)                         $1.43                      $1.91


                                                        
     COMMON STOCK DIVIDENDS PAID                                                      $0.88                   $0.88


                                                        
     BOOK VALUE PER COMMON SHARE                                                     $19.89                  $18.99





       
              Consolidated Balance Sheets



       (in thousands and data is unaudited (see Notes))                                                                            
           December


                                                                                          
            
          ASSETS                            2020                    2019




       CURRENT ASSETS


                                                          Cash, cash equivalents and restricted cash                                      $5,759                  $5,749


                                                          Trade accounts receivable, less allowances                                      28,654                  24,589


                                                        
     Inventories                                                                     49,203                  47,234


                                                          Prepaid expenses and other current assets                                        2,154                   1,661



                                                        
     TOTAL CURRENT ASSETS                                                            85,770                  79,233



       PROPERTY, PLANT AND EQUIPMENT, net                                                                                             52,494                  52,461



       OPERATING LEASE RIGHT OF USE ASSETS (Note 7)                                                                                    4,022                   4,431



       OTHER ASSETS, net                                                                                                              12,089                  11,064

    ---

                                                        
     TOTAL ASSETS                                                                  $154,375                $147,189



                                                        
     
              LIABILITIES AND STOCKHOLDERS' EQUITY                                   2020                    2019




       CURRENT LIABILITIES


                                                          Accounts and taxes payable & accrued expenses                                  $27,382                 $26,095


                                                          Current portion of long-term liabilities                                           147                     152


                                                          Current portion of operating lease liabilities
                                                           (Note 7)                                                          1,020                        979


                                                        
     Current portion of long-term debt                                                                           -



                                                        
     TOTAL CURRENT LIABILITIES                                                       28,549                  27,226



       LONG-TERM DEBT                                                                                                                 19,292                  15,068



       LONG-TERM OPERATING LEASE LIABILITIES (Note 7)                                                                                  3,002                   3,452



       OTHER POSTRETIREMENT LIABILITIES (Notes 5 and 6)                                                                                5,742                   8,488



       DEFERRED INCOME TAXES (Note 5)                                                                                                  6,575                   6,019



       STOCKHOLDERS' EQUITY


                                                        
     Preferred Stock                                                                    530                     530


                                                        
     Class A Common Stock                                                             3,560                   3,536


                                                        
     Class B Convertible Common Stock                                                 1,384                   1,408


                                                        
     Additional paid-in capital                                                      16,115                  16,034


                                                        
     Retained earnings                                                              116,633                 114,139


                                                          Accumulated other comprehensive income (loss)
                                                           (Note 5)                                                       (29,043)                  (30,738)


                                                        
     Treasury stock, at cost                                                       (17,964)               (17,973)



                                                        
     TOTAL STOCKHOLDERS' EQUITY                                                      91,215                  86,936



                                                          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $154,375                   $147,189



       
                Consolidated Statements of Cash Flows                                   Years Ended December 31,



       (in thousands and data is unaudited (see Notes))                                 2020                       2019

    ---

                                                                            $6,547                 $8,738


            Net (loss) income


                                                                                     4,336                      4,127


            Depreciation and amortization


                                                                                        91                        104


            Pension and postretirement liabilities expense


                                                                                     (960)


            Contributions to pension trust (Note 6)


                                                                                     1,407                      1,844


            Other net adjustments



            Changes in operating assets and liabilities                           (6,681)                   (2,788)

    ---


       NET CASH PROVIDED BY OPERATING ACTIVITIES                                    4,740                     12,025


                                                                                   (4,607)                   (7,078)


            Net cash used in the purchase of assets


                                                                                     3,840                        320


            Proceeds from borrowings


                                                                                        90                        131


            Proceeds from stock option exercise and Treasury activity, net


                                                                                                 (4,000)


            Principal payments on debt and lease obligations



            Dividends paid                                                        (4,053)                   (4,048)

    ---


       INCREASE (DECREASE)IN CASH, CASH  EQUIVALENTS AND RESTRICTED CASH               10                    (2,650)



       CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR                5,749                      8,399

    ---


       CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR           $5,759                 $5,749

    ---



       
                Consolidated Statements of Stockholders' Equity



       (in thousands and data is unaudited (see Notes))

    ---




       
                Year ended December 31, 2020

    ---

                                                                                                                          
        Class B                                            
        Accumulated


                                                                                                        
      Class A      
        Convertible       
      Additional                        
         Other                
      Treasury


                                                                                       
       Preferred    
      Common          
        Common          
      Paid-in        
     Retained     
        Comprehensive             
      Stock,        
        Stockholders'


                                                                                         
       Stock       
      Stock          
        Stock           
      Capital        
     Earnings     
        Income (Loss)             
      at Cost          
         Equity




       
                Balance at January 1, 2020                                                    $530          $3,536                 $1,408             $16,034      $114,139                     $(30,738)            $(17,973)              $86,936





       Exercise of stock options                                                                     -                                                      81                                                               9                    90



       Conversion of common stock                                                                    -             24                   (24)



       Cash dividends declared:


                                                                  Preferred stock - 6%                                                                                   (18)                                                                   (18)


          
              Common stock - ($0.88 per share)                                                                                                                  (4,035)                                                                (4,035)



       Net income for the period                                                                     -                                                                6,547                                                                   6,547



       Other comprehensive income (loss),



            net of $ (507) of tax                                                                    -                                                                                             1,695                                      1,695





       
                Balance at December 31, 2020                                                  $530          $3,560                 $1,384             $16,115      $116,633                     $(29,043)            $(17,964)              $91,215

    ---                                                                                                                                                                                                                                         ---




       
                Year ended December 31, 2019

    ---

                                                                                                                          
        Class B                                            
        Accumulated


                                                                                                        
      Class A      
        Convertible       
      Additional                        
         Other                
      Treasury


                                                                                       
       Preferred    
      Common          
        Common          
      Paid-in        
     Retained     
        Comprehensive             
      Stock,        
        Stockholders'


                                                                                         
       Stock       
      Stock          
        Stock           
      Capital        
     Earnings     
        Income (Loss)             
      at Cost          
         Equity




       
                Balance at January 1, 2019                                                    $530          $3,518                 $1,426             $15,911      $109,610                     $(33,481)            $(17,982)              $79,532





       Other reclassification adjustment                                                             -                                                                (161)                          161



       Exercise of stock options                                                                     -                                                     123                                                               9                   132



       Conversion of common stock                                                                    -             18                   (18)



       Cash dividends declared:


                                                                  Preferred stock - 6%                                                                                   (18)                                                                   (18)


          
              Common stock - ($0.88 per share)                                                                                                                  (4,030)                                                                (4,030)



       Net income for the period                                                                     -                                                                8,738                                                                   8,738



       Other comprehensive income (loss),



            net of $(763) of tax                                                                     -                                                                                             2,582                                      2,582





       
                Balance at December 31, 2019                                                  $530          $3,536                 $1,408             $16,034      $114,139                     $(30,738)            $(17,973)              $86,936

    ---                                                                                                                                                                                                                                         ---



     
      Notes To Financial Statements:


                                       (1)  Basic earnings
                                              per share are
                                              based upon
                                              weighted
                                              average shares
                                              outstanding for
                                              the period.
                                              Diluted
                                              earnings per
                                              share assume
                                              the conversion
                                              of outstanding
                                              rights into
                                              common stock.




                                       (2)  Common stock
                                              outstanding at
                                              December 31,
                                              2020 includes
                                              3,186,962 of
                                              Class A shares
                                              and 1,384,218
                                              of Class B
                                              shares.


                                       (3)  Mark-to-Market
                                              adjustments are
                                              a result of
                                              changes (non-
                                              cash) in the
                                              fair value of
                                              interest rate
                                              agreements.
                                              These
                                              agreements are
                                              used to
                                              exchange the
                                              interest rate
                                              stream on
                                              variable rate
                                              debt for
                                              payments
                                              indexed to a
                                              fixed interest
                                              rate.  These
                                              non-
                                              operational,
                                              non-cash
                                              charges reverse
                                              themselves over
                                              the term of the
                                              agreements.






                                       (4)  Accounting rules
                                              require that
                                              the funded
                                              status of
                                              pension and
                                              other
                                              postretirement
                                              benefits be
                                              recognized as a
                                              non-cash asset
                                              or liability,
                                              as the case may
                                              be, on the
                                              balance sheet.
                                              For December
                                              31, 2020 and
                                              2019, projected
                                              benefit
                                              obligations
                                              exceeded plan
                                              assets.  The
                                              resulting non-
                                              cash
                                              presentation on
                                              the balance
                                              sheet is
                                              reflected in
                                              "Deferred
                                              income taxes",
                                              "Other
                                              postretirement
                                              liabilities",
                                              and
                                              "Accumulated
                                              other
                                              comprehensive
                                              income (loss)",
                                              a non-cash
                                              sub-section of
                                              "Stockholders'
                                              Equity" (See
                                              Note 10 of the
                                              2020 Annual
                                              Report for more
                                              details).


                                       (5)  For the years
                                              2020 and 2019,
                                              the Company
                                              made voluntary
                                              pre-tax
                                              contributions
                                              of $0.96
                                              million and $0,
                                              respectively,
                                              to its defined
                                              benefit pension
                                              plan.  This
                                              payment
                                              increased the
                                              trust assets
                                              available for
                                              benefit
                                              payments
                                              (reducing
                                              "Other
                                              postretirement
                                              liabilities"),
                                              and did not
                                              impact the
                                              Statement of
                                              Income.


                                       (6)  Unaudited
                                              results,
                                              forward looking
                                              statements, and
                                              certain
                                              significant
                                              estimates and
                                              risks.  This
                                              note has been
                                              expanded to
                                              include items
                                              discussed in
                                              detail within
                                              the 2020 Annual
                                              Report.




                      Unaudited
                                                           Results and
                                                           Forward Looking
                                                           Statements. The
                                                           accompanying
                                                           unaudited
                                                           financial
                                                           statements
                                                           contain all

                                                                  adjustments
                                                           that are
                                                           necessary for a
                                                           fair
                                                           presentation of
                                                           results for
                                                           such periods
                                                           and are
                                                           consistent with
                                                           policies and

                                                                    procedures
                                                           employed in the
                                                           audited year-
                                                           end financial
                                                           statements.
                                                           These
                                                           consolidated
                                                           financial
                                                           statements
                                                           should be
                                                                read in
                                                                conjunction
                                                           with the Annual
                                                           Report for the
                                                           period ended
                                                           December 31,
                                                           2020.
                                                           Statements
                                                           other than
                                                           historical
                                                                 facts
                                                                 included or
                                                           referenced in
                                                           this Report are
                                                           forward-
                                                           looking
                                                           statements
                                                           subject to
                                                           certain risks,
                                                           trends, and

                                                                  uncertainties
                                                           that could
                                                           cause actual
                                                           results to
                                                           differ
                                                           materially from
                                                           those
                                                           projected.  We
                                                           undertake no
                                                           duty to update
                                                           
              or
                                                                     revise these
                                                           forward-
                                                           looking
                                                           statements.




                     Certain
                       Significant
                       Estimates and
                       Risks.  Certain
                       estimates are
                       determined
                       using
                       historical
                       information
                       along with

                             assumptions
                       about future
                       events.
                       Changes in
                       assumptions for
                       items such as
                       warranties,
                       pensions,
                       medical cost
                       trends,
                          employment
                          demographics
                       and legal
                       actions, as
                       well as changes
                       in actual
                       experience,
                       could cause
                       these estimates
                       to
                       change.
                       Specific risks,
                       such as those
                       included below,
                       are discussed
                       in the
                       Company's
                       Quarterly and
                       Annual Reports
                       
              in
                                 order to
                       provide regular
                       knowledge of
                       relevant
                       matters.
                       Estimates and
                       related
                       reserves are
                       more fully
                       explained in
                       the
                       2020 Annual
                       Report.




                     Retirement
                       Plans:  The
                       Company
                       maintains a
                       non-
                       contributory
                       defined benefit
                       pension plan,
                       covering both
                       union and
                            non-union
                            employees, that
                       has been closed
                       to new hires
                       for a number of
                       years.  Benefit
                       accrual ceased
                       in 2009, or
                       earlier
                          depending on
                          the employee
                       group, with the
                       exception of a
                       limited, closed
                       group of union
                       production
                       employees.
                       While not
                            100%
                            frozen, these
                       actions were
                       taken to
                       protect
                       benefits for
                       retirees and
                       eligible
                       employees, and
                       have materially
                       reduced
                          the growth
                          of the pension
                       liability.
                       Lancaster Metal
                       Manufacturing,
                       a Company
                       subsidiary,
                       also
                       contributes to
                       a separate
                             union-
                             sponsored
                       multiemployer
                       defined benefit
                       pension plan
                       that covers its
                       collective
                       bargaining
                       employees.
                       Variables
                            such as
                            future market
                       conditions,
                       investment
                       returns, and
                       employee
                       experience
                       could affect
                       results.




                      New Accounting
                       Standard:


        During February
          2016, the
          Financial
          Accounting
          Standards Board
          (FASB) issued
          Accounting
          Standards
          Update (ASU)
          No. 2016-02,
          Leases (ASC
          842).  ASC 842
          requires
          lessees to
          recognize the
          assets and
          liabilities
          that arise from
          all leases that
          exceed twelve
          months in
          duration on the
          balance sheet,
          regardless if
          they are
          operating or
          financing type
          leases.  A
          lessee shall
          recognize on
          the balance
          sheet a
          liability to
          make future
          lease payments
          (the lease
          liability) and
          a right-of-
          use asset
          representing
          the value of
          the right to
          use the asset
          for the
          remaining term
          of the lease
          agreement.  ASC
          842 is
          effective for
          annual periods
          beginning after
          December 15,
          2018, including
          interim
          periods.  The
          Company adopted
          ASC 842
          effective
          January 1, 2019
          using the
          optional
          transition
          method
          described in
          ASU No. 2018-
          11, 'Leases -
          Targeted
          Improvements',
          which was
          issued in July,
          2018.  Under
          the optional
          transition
          method, the
          Company
          recognized any
          cumulative
          impact of
          initially
          applying ASC
          842 as an
          adjustment to
          the opening
          balance of
          retained
          earnings as of
          January 1,
          2019.


        The Company
          balance sheet
          at December 31,
          2020 and
          December 31,
          2019 includes
          total right-
          of-use asset
          values of
          $4,022 and
          $4,431,
          respectively;
          current
          liabilities of
          $(1,019) and
          $(979),
          respectively;
          and long-term
          liabilities of
          $(3,003) and
          $(3,452),
          respectively,
          related to
          future lease
          payments.
          Leases at all
          of the
          Company's
          subsidiaries
          have been
          classified as
          operating
          leases.
          Therefore, all
          lease payments
          made with
          respect to
          outstanding
          leases are
          reported as
          lease expense.
          For the years
          ended December
          31, 2020 and
          December 31,
          2019, total
          lease expenses
          of $1,544 and
          $1,394,
          respectively,
          were included
          in the
          calculation of
          operating
          income.  Lease
          accounting
          details are
          explained in
          greater detail
          in the 2020
          Annual Report.




                     Medical Health
                       Coverage: The
                       Company and its
                       subsidiaries
                       are self-
                       insured for
                       most of the
                       medical health
                       insurance
                       provided for
                       its employees,
                       limiting
                       maximum
                       exposure per
                       occurrence by
                       purchasing
                       third-party
                       stop-loss
                       coverage.




                     Retiree Health
                       Benefits:  The
                       Company pays a
                       fixed annual
                       amount that
                       assists a
                       specific group
                       of retirees in
                       purchasing
                       medical and/or
                       prescription
                       drug coverage
                       from providers.
                       Additionally,
                       certain
                       employees
                       electing early
                       retirement
                       receive a fixed
                       dollar amount
                       based on years
                       of employee
                       service to
                       assist them in
                       covering
                       medical costs.
                       These
                       obligations are
                       accounted for
                       within the
                       financial
                       statements.




                     Insurance: The
                       Company and its
                       subsidiaries
                       maintain
                       insurance to
                       cover product
                       liability,
                       general
                       liability,
                       workers'
                       compensation,
                       and property
                       damage. Well-
                       known and
                       reputable
                       insurance
                       carriers
                       provide current
                       coverage. All
                       policies and
                       corresponding
                       deductible
                       levels are
                       reviewed on an
                       annual basis.
                       Third-party
                       administrators,
                       approved by the
                       Company and the
                       insurance
                       carriers,
                       handle claims
                       and attempt to
                       resolve them to
                       the benefit of
                       both the
                       Company and its
                       insurance
                       carriers. The
                       Company reviews
                       claims
                       periodically in
                       conjunction
                       with
                       administrators
                       and adjusts
                       recorded
                       reserves as
                       required.




                     General
                       Litigation,
                       including
                       Asbestos: In
                       the normal
                       course of
                       business,
                       certain
                       subsidiaries of
                       the Company
                       have been
                       named, and may
                       in the future
                       be named, as
                       defendants in
                       various legal
                       actions
                       including
                       claims related
                       to property
                       damage and/or
                       personal injury
                       allegedly
                       arising from
                       products of the
                       Company's
                       subsidiaries or
                       their
                       predecessors. A
                       number of these
                       claims allege
                       personal injury
                       arising from
                       exposure to
                       asbestos-
                       containing
                       material
                       allegedly
                       contained in
                       certain boilers
                       manufactured
                       many years ago,
                       or through the
                       installation or
                       removal of
                       heating
                       systems. The
                       Company's
                       subsidiaries,
                       directly and/
                       or through
                       insurance
                       providers, are
                       vigorously
                       defending all
                       open asbestos
                       cases, many of
                       which involve
                       multiple
                       claimants and
                       many
                       defendants,
                       which may not
                       be resolved for
                       several years.
                       Asbestos
                       litigation is a
                       national issue
                       with thousands
                       of companies
                       defending
                       claims.  While
                       the large
                       majority of
                       claims have
                       historically
                       been resolved
                       prior to the
                       completion of
                       trial, from
                       time to time
                       some claims may
                       be expected to
                       proceed to a
                       potentially
                       substantial
                       verdict against
                       subsidiaries of
                       the Company.
                       Any such
                       verdict would
                       be subject to a
                       potential
                       reduction or
                       reversal of
                       verdict on
                       appeal, any
                       set-off
                       rights, and/or
                       a reduction of
                       liability
                       following
                       allocation of
                       liability among
                       various
                       defendants.
                       For example, on
                       July 23, 2013
                       and December
                       12, 2014, New
                       York City State
                       Court juries
                       found numerous
                       defendant
                       companies,
                       including a
                       subsidiary of
                       the Company,
                       responsible for
                       asbestos-
                       related damages
                       in cases
                       involving
                       multiple
                       plaintiffs. The
                       subsidiary,
                       whose share of
                       the verdicts
                       amounted to $42
                       million and $6
                       million,
                       respectively,
                       before offsets,
                       filed post-
                       trial motions
                       and appeals
                       seeking to
                       reduce and/or
                       overturn the
                       verdicts, and
                       granting of new
                       trials.  On
                       February 9,
                       2015, the trial
                       court
                       significantly
                       reduced the
                       2013 verdicts,
                       reducing the
                       subsidiary's
                       liability from
                       $42 million to
                       less than $7
                       million.
                       Additionally,
                       on May 15,
                       2015, the trial
                       court reduced
                       the
                       subsidiary's
                       liability in
                       the 2014
                       verdict to less
                       than $2
                       million.  On
                       October 30,
                       2015, the
                       subsidiary
                       settled these
                       verdicts for
                       significantly
                       less than the
                       trial courts'
                       reduced
                       verdicts, with
                       all such
                       settled amounts
                       being covered
                       by applicable
                       insurance.  The
                       Company
                       believes, based
                       upon its
                       understanding
                       of its
                       available
                       insurance
                       policies and
                       discussions
                       with legal
                       counsel, that
                       all pending
                       legal actions
                       and claims,
                       including
                       asbestos,
                       should
                       ultimately be
                       resolved
                       (whether
                       through
                       settlements or
                       verdicts)
                       within existing
                       insurance
                       limits and
                       reserves, or
                       for amounts not
                       material to the
                       Company's
                       financial
                       position or
                       results of
                       operations.
                       However, the
                       resolution of
                       litigation
                       generally
                       entails
                       significant
                       uncertainties,
                       and no
                       assurance can
                       be given as to
                       the ultimate
                       outcome of
                       litigation or
                       its impact on
                       the Company and
                       its
                       subsidiaries.
                       Furthermore,
                       the Company
                       cannot predict
                       the extent to
                       which new
                       claims will be
                       filed in the
                       future,
                       although the
                       Company
                       currently
                       believes that
                       the great
                       preponderance
                       of future
                       asbestos claims
                       will be covered
                       by existing
                       insurance.
                       There can be no
                       assurance that
                       insurers will
                       be financially
                       able to satisfy
                       all pending and
                       future claims
                       in accordance
                       with the
                       applicable
                       insurance
                       policies, or
                       that any
                       disputes
                       regarding
                       policy
                       provisions will
                       be resolved in
                       favor of the
                       Company.




                     Litigation
                       Expense,
                       Settlements,
                       and Defense:
                       The 2020
                       charges for all
                       uninsured
                       litigation of
                       every kind,
                       were $383
                       thousand.
                       Expenses for
                       legal counsel,
                       consultants,
                       etc., in
                       defending these
                       various actions
                       and claims for
                       the year were
                       approximately
                       $65 thousand.
                       Prior year's
                       settlements and
                       expenses,
                       including
                       amounts for
                       self-insured
                       asbestos cases,
                       are disclosed
                       in the 2020
                       Annual Report.




                     Permitting
                       Activities
                       (excluding
                       environmental):
                       The Company's
                       subsidiaries
                       are engaged in
                       various matters
                       with respect to
                       obtaining,
                       amending or
                       renewing
                       permits
                       required under
                       various laws
                       and associated
                       regulations in
                       order to
                       operate each of
                       its
                       manufacturing
                       facilities.
                       Based on the
                       information
                       presently
                       available,
                       management
                       believes it has
                       all necessary
                       permits and
                       expects that
                       all permit
                       applications
                       currently
                       pending will be
                       routinely
                       handled and
                       approved.




                     Environmental
                       Matters: The
                       operations of
                       the Company's
                       subsidiaries
                       are subject to
                       a variety of
                       Federal, State,
                       and local
                       environmental
                       laws. Among
                       other things,
                       these laws
                       require the
                       Company's
                       subsidiaries to
                       obtain and
                       comply with the
                       terms of a
                       number of
                       Federal, State
                       and local
                       environmental
                       regulations and
                       permits,
                       including
                       permits
                       governing air
                       emissions,
                       wastewater
                       discharges, and
                       waste disposal.
                       The Company's
                       subsidiaries
                       periodically
                       need to apply
                       for new permits
                       or to renew or
                       amend existing
                       permits in
                       connection with
                       ongoing or
                       modified
                       operations. In
                       addition, the
                       Company
                       generally
                       tracks and
                       tries to
                       anticipate any
                       changes in
                       environmental
                       laws that might
                       relate to its
                       ongoing
                       operations. The
                       Company
                       believes its
                       subsidiaries
                       are in material
                       compliance with
                       all
                       environmental
                       laws and
                       permits.


        As with all
          manufacturing
          operations in
          the United
          States, the
          Company's
          subsidiaries
          can potentially
          be responsible
          for response
          actions at
          disposal areas
          containing
          waste materials
          from their
          operations. In
          the past five
          years, the
          Company has not
          received any
          notice that it
          or its
          subsidiaries
          might be
          responsible for
          remedial clean-
          up actions
          under
          government
          supervision.
          However, one
          issue covered
          by insurance
          policies
          remains open as
          of this date
          and is fully
          disclosed in
          the 2020 Annual
          Report. While
          it is not
          possible to be
          certain whether
          or how any new
          or old matters
          will proceed,
          the Company
          does not
          presently have
          reason to
          anticipate
          incurring
          material costs
          in connection
          with any
          matters.

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SOURCE Burnham Holdings, Inc.