UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2020
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 1-13752
Smith-Midland Corporation
(Exact name of Registrant as specified in its charter)
Delaware | 54-1727060 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
5119 Catlett Road, P.O. Box 300
Midland, VA 22728
(Address, zip code of principal executive offices)
(540) 439-3266
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Stock, $0.01 par value per share | SMID | OTCQX |
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 such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☑ |
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
Indicate the 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, outstanding as of August 3, 2020: 5,183,991 shares, net of treasury shares
SMITH-MIDLAND CORPORATION
Form 10-Q Index
PART I. FINANCIAL INFORMATION | Page |
Item 1. Financial Statements | |
Condensed Consolidated Balance Sheets | |
Condensed Consolidated Statements of Operations (Unaudited) | |
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) | |
Condensed Consolidated Statements of Cash Flows (Unaudited) | |
Notes to Condensed Consolidated Financial Statements (Unaudited) | |
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 |
2
PART I — FINANCIAL INFORMATION
ITEM 1. Financial Statements
SMITH-MIDLAND CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
ASSETS | June 30, 2020 (Unaudited) | December 31, 2019 |
Current assets | ||
Cash | $4,404 | $1,364 |
Investment securities, available-for-sale, at fair value | 1,189 | 1,176 |
Accounts receivable, net | ||
Trade - billed (less allowance for doubtful accounts of $401 and $333), including contract retentions | 10,757 | 12,723 |
Trade - unbilled | 502 | 310 |
Inventories, net | ||
Raw materials | 642 | 488 |
Finished goods | 1,466 | 1,754 |
Prepaid expenses and other assets | 845 | 784 |
Refundable income taxes | 296 | 432 |
Total current assets | 20,101 | 19,031 |
Property and equipment, net | 19,240 | 17,735 |
Deferred buy-back lease asset, net | 4,655 | 5,042 |
Other assets | 335 | 307 |
Total assets | $44,331 | $42,115 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
SMITH-MIDLAND CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
LIABILITIES AND STOCKHOLDERS' EQUITY | June 30, 2020 (Unaudited) | December 31, 2019 |
Current liabilities | ||
Accounts payable - trade | $3,118 | $3,180 |
Accrued expenses and other liabilities | 311 | 125 |
Deferred revenue | 1,614 | 1,891 |
Accrued compensation | 885 | 1,075 |
Dividend payable | — | 282 |
Deferred buy-back lease obligation | 1,184 | 966 |
Operating lease liabilities | 82 | 81 |
Current maturities of notes payable | 2,057 | 925 |
Customer deposits | 826 | 1,077 |
Total current liabilities | 10,077 | 9,602 |
Deferred revenue | 512 | 241 |
Deferred buy-back lease obligation | 4,410 | 5,183 |
Operating lease liabilities | 254 | 296 |
Notes payable - less current maturities | 5,965 | 4,086 |
Deferred tax liability | 1,889 | 1,886 |
Total liabilities | 23,107 | 21,294 |
Stockholders’ equity | ||
Preferred stock, $.01 par value; authorized 1,000,000 shares, none issued and outstanding | — | — |
Common stock, $.01 par value; authorized 8,000,000 shares; 5,224,911 and 5,224,911 issued and 5,183,991 and 5,164,324 outstanding, respectively | 52 | 52 |
Additional paid-in capital | 6,242 | 6,242 |
Treasury stock, at cost, 40,920 shares | (102) | (102) |
Retained earnings | 15,032 | 14,629 |
Total stockholders' equity | 21,224 | 20,821 |
Total liabilities and stockholders' equity | $44,331 | $42,115 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
SMITH-MIDLAND CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share data)
Three Months Ended June 30, | Six Months Ended June 30, | |||
2020 | 2019 | 2020 | 2019 | |
Revenue | ||||
Product sales | $6,699 | $7,327 | $13,550 | $14,831 |
Barrier rentals | 907 | 582 | 1,650 | 1,163 |
Royalty income | 413 | 429 | 681 | 735 |
Shipping and installation revenue | 2,431 | 2,514 | 4,394 | 4,312 |
Total revenue | 10,450 | 10,852 | 20,275 | 21,041 |
Cost of goods sold | 8,073 | 8,696 | 16,297 | 16,663 |
Gross profit | 2,377 | 2,156 | 3,978 | 4,378 |
Operating expenses | ||||
General and administrative expenses | 1,230 | 1,143 | 2,282 | 2,350 |
Selling expenses | 574 | 640 | 1,164 | 1,207 |
Total operating expenses | 1,804 | 1,783 | 3,446 | 3,557 |
Operating income (loss) | 573 | 373 | 532 | 821 |
Other income (expense) | ||||
Interest expense | (57) | (40) | (113) | (85) |
Interest income | 9 | 11 | 17 | 21 |
Gain on sale of assets | 30 | 10 | 66 | 12 |
Other income | 16 | 20 | 20 | 44 |
Total other income (expense) | (2) | 1 | (10) | (8) |
Income (loss) before income tax expense (benefit) | 571 | 374 | 522 | 813 |
Income tax expense (benefit) | 130 | 86 | 119 | 185 |
Net income (loss) | $441 | $288 | $403 | $628 |
Basic and diluted earnings (loss) per common share | $0.09 | $0.06 | $0.08 | $0.12 |
Weighted average number of common shares outstanding: | ||||
Basic | 5,184 | 5,134 | 5,184 | 5,134 |
Diluted | 5,184 | 5,143 | 5,184 | 5,141 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
SMITH-MIDLAND CORPORATION
(Unaudited)
(in thousands)
Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Total | |
Balance at December 31, 2019 | $52 | $6,242 | $(102) | $14,629 | $20,821 |
Vesting of restricted stock | — | — | — | — | — |
Net income (loss) | — | — | — | (38) | (38) |
Balance at March 31, 2020 | 52 | 6,242 | (102) | 14,591 | 20,783 |
Vesting of restricted stock | — | — | — | — | — |
Net income (loss) | — | — | — | 441 | 441 |
Balance at June 30, 2020 | 52 | 6,242 | (102) | 15,032 | 21,224 |
Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Total | |
Balance at December 31, 2018 | $51 | $5,973 | $(102) | $12,925 | $18,847 |
Vesting of restricted stock | — | 84 | — | — | 84 |
Net income (loss) | — | — | — | 340 | 340 |
Balance at March 31, 2019 | 51 | 6,057 | (102) | 13,265 | 19,271 |
Vesting of restricted stock | 1 | 69 | — | — | 70 |
Net income (loss) | — | — | — | 288 | 288 |
Balance at June 30, 2019 | 52 | 6,126 | (102) | 13,553 | 19,629 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
SMITH-MIDLAND CORPORATION AND SUBSIDIARIES
(Unaudited)
(in thousands)
Six Months Ended June 30, | ||
2020 | 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $403 | $628 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 1,180 | 873 |
Gain on sale of assets | (66) | (12) |
Unrealized (gain) loss | (3) | (24) |
Allowance for doubtful accounts | 68 | 56 |
Stock compensation | — | 154 |
Deferred taxes | 3 | (90) |
(Increase) decrease in | ||
Accounts receivable - billed | 1,898 | 1,141 |
Accounts receivable - unbilled | (192) | 1,046 |
Inventories | 134 | 557 |
Prepaid expenses and other assets | (101) | (41) |
Refundable income taxes | 136 | 697 |
Increase (decrease) in | ||
Accounts payable - trade | (62) | (1,653) |
Accrued expenses and other liabilities | 186 | (426) |
Deferred revenue | (6) | 345 |
Accrued compensation | (190) | (734) |
Deferred buy-back lease obligation | (555) | 36 |
Customer deposits | (251) | (417) |
Net cash provided by (used in) operating activities | 2,582 | 2,136 |
Cash flows from investing activities: | ||
Purchases of investment securities available-for-sale | (15) | (16) |
Purchases of property and equipment | (2,326) | (1,996) |
Deferred buy-back lease asset | — | (361) |
Proceeds from sale of fixed assets | 71 | 7 |
Net cash provided by (used in) investing activities | (2,270) | (2,366) |
Cash flows from financing activities: | ||
Proceeds from the line-of-credit construction draw | — | 500 |
Proceeds from long-term borrowings | 5,426 | 49 |
Repayments of long-term borrowings | (2,416) | (343) |
Dividends paid on common stock | (282) | (281) |
Net cash provided by (used in) financing activities | 2,728 | (75) |
Net increase (decrease) in cash | 3,040 | (305) |
Cash | ||
Beginning of period | 1,364 | 1,946 |
End of period | $4,404 | $1,641 |
Supplemental Cash Flow information: | ||
Non-cash transaction - right of use asset and lease liability upon lease standard adoption | $— | $414 |
Cash payments for interest | $113 | $85 |
Cash payments for income taxes | $1 | $35 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
7
SMITH-MIDLAND CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, we have condensed or omitted certain information and footnote disclosures that are included in our annual financial statements. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, summary of significant accounting policies, and the related notes included in our Annual Report on Form 10-K for the year ended December 31, 2019. The condensed consolidated December 31, 2019 balance sheet was derived from the audited financial statements included in the Form 10-K. Dollar amounts in the footnotes are stated in thousands, except for per share data.
In the opinion of management, these condensed consolidated financial statements reflect all adjustments (which consist of normal, recurring adjustments) necessary for a fair presentation of the financial position and results of operations and cash flows for the periods presented. The results disclosed in the condensed consolidated statements of operations are not necessarily indicative of the results to be expected in any future periods.
Although the ultimate impact is uncertain at this time, the coronavirus outbreak may significantly affect the Company's financial condition, liquidity, and results of operations. In this respect, the Company has already experienced the following negative impacts on its business: backlog reduction, lower production volumes, employee absence, bidding restrictions within certain key states, and delays in receipt of materials through the Company's supply chain.
Recent Accounting Pronouncements
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. The guidance provides temporary optional expedients and exceptions related to contract modifications and hedge accounting to ease entities’ financial reporting burdens as the market transitions from the London Interbank Offered Rate and other interbank offered rates to alternative reference rates. The new guidance allows entities to elect not to apply certain modification accounting requirements, if certain criteria are met, to contracts affected by what the guidance calls reference rate reform. An entity that makes this election would consider changes in reference rates and other contract modifications related to reference rate reform to be events that do not require contract remeasurement at the modification date or reassessment of a previous accounting determination. The ASU notes that changes in contract terms that are made to effect the reference rate reform transition are considered related to the replacement of a reference rate if they are not the result of a business decision that is separate from or in addition to changes to the terms of a contract to effect that transition. The guidance is effective upon issuance and generally can be applied as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of the standard on its credit agreement accounted for under Codification topic ASC 470, “Debt”.
In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes”. The guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company does not intend to early adopt the standard and does not expect the standard to have a material effect on its consolidated financial condition and results of operations.
8
Revenue Recognition
Product Sales - Over Time
Under Topic 606, the Company recognizes revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for goods or services provided. Revenue associated with contracts with customers is recognized over time as the Company's performance creates or enhances customer controlled assets or creates or enhances an asset with no alternative use, which the Company has an enforceable right to receive compensation as defined under the contract for performance completed. To determine the amount of revenue to recognize over time, the Company recognizes revenue over the contract terms based on the output method. The Company applied the "as-invoiced" practical expedient as the amount of consideration the Company has the right to invoice corresponds directly with the value of the Company's performance to date.
As the output method is driven by units produced, the Company recognizes revenues based on the value transferred to the customer relative to the remaining value to be transferred. The Company also matches the costs associated with the units produced. If a contract is projected to result in a loss, the entire contract loss is recognized in the period when the loss was first determined and the amount of the loss updated in subsequent reporting periods. Revenue recognition also includes an amount related to a contract asset or contract liability. If the recognized revenue is greater than the amount billed to the customer, a contract related asset is recorded in "Accounts receivable - unbilled". Conversely, if the amount billed to the customer is greater than the recognized revenue, a contract liability is recorded in "Customer deposits". Changes in the job performance, job conditions and final contract settlements are factors that influence management’s assessment of total contract value and therefore, profit and revenue recognition.
A portion of the work the Company performs requires financial assurances in the form of performance and payment bonds or letters of credit at the time of execution of the contract. Some contracts include retention provisions of up to 10% which are generally withheld from each progress payment as retainage until the contract work has been completed and approved.
Product Sales - Point in Time
For certain product sales that do not meet the over time criteria, under Topic 606 the Company recognizes revenue when the product has been shipped to the destination in accordance with the terms outlined in the contract where a present obligation to pay exists as the customer has gained control of the product.
Accounts Receivable and Contract Balances
The timing of when we bill our customers is generally dependent upon billing terms, milestone billings based on the completion of certain phases of the work, or when services are provided or products are shipped. Projects with performance obligations recognized over time that have costs and estimated earnings recognized to date in excess of cumulative billings, are reported on our Condensed Consolidated Balance Sheets as "Accounts receivable - unbilled". Projects with performance obligations recognized over time that have cumulative billings in excess of costs and estimated earnings recognized to date, are reported on our Condensed Consolidated Balance Sheets as "Customer deposits" (contract liabilities).
Any uncollected billed amounts for our performance obligations recognized over time, including contract retentions, are recorded within accounts receivable. At June 30, 2020 and December 31, 2019, accounts receivable included contract retentions of approximately $1,977 and $2,146, respectively.
Our billed and unbilled revenue may be exposed to potential credit risk if our customers should encounter financial difficulties, and we maintain reserves for specifically-identified potential uncollectible receivables. At June 30, 2020 and December 31, 2019, our allowances for doubtful accounts were $401 and $333, respectively.
9
Sale to Customer with a Buy-Back Guarantee
The Company entered into a buy-back agreement with one specific customer. Under this agreement, the Company guaranteed to buy-back product at a predetermined price at the end of the long-term project, subject to the condition of the product. Although the Company receives payment in full as the product is produced, GAAP requires these transactions to be accounted for as operating leases. The amount of sale proceeds equal to the buy-back obligation, included in "Deferred buy-back lease obligation" in the liabilities section of the consolidated balance sheet, is deferred until the buy-back is exercised or expired. The remaining sale proceeds are deferred in the same account and recognized on a straight-line basis over the usage period, such usage period commencing on delivery to the job-site and ending at the time the buy-back is exercised or expired. The Company capitalizes the cost of the product on the consolidated balance sheet shown in "Deferred buy-back lease asset, net", and depreciates the value, less residual value, to cost of leasing revenue in "Cost of goods sold" over the estimated useful life of the asset.
In the case the customer does not exercise the buy-back option and retains ownership of the product at the end of the usage period, the guaranteed buy-back liability and any deferred revenue balances related to the product are settled to revenue, and the net book value of the asset is expensed to cost of leasing revenue. If the customer exercises the buy-back guarantee option, the Company purchases the product back in the amount equal to the buy-back guarantee, the Company settles any remaining deferred balances, in excess of the buy-back payment, to leasing revenue, and the Company reclassifies the net book value of the product on the consolidated balance sheet to "Inventories" or "Property and equipment, net" depending on the intended use at the time. The revenue is being recognized in accordance with Topic 842, Leases.
Barrier Rentals - Lease Income
Leasing fees are paid by customers at the beginning of the lease period and are recorded as deferred revenue. The deferred revenue is then recognized each month as lease income for the duration of the lease, in accordance with Topic 842, Leases. Topic 842 is applied, as Topic 606-10-15-2 provides a scope exception for lease contracts.
Royalty Income
The Company licenses certain products to other precast companies to manufacture the Company's products to engineering specifications under the licensing agreements. The agreements are typically for five year terms and require royalty payments from 4% to 6% of total sales of licensed products, which are paid on a monthly basis. The revenues from licensing agreements are recognized in the month earned, in accordance with Topic 606-10-55-65.
Shipping and Installation
Shipping and installation revenues are recognized as a distinct performance obligation in the period the shipping and installation services are provided to the customer, in accordance with Topic 606.
10
Disaggregation of Revenue
In the following table, revenue is disaggregated by primary sources of revenue:
Revenue by Type | Three Months Ended June 30 | Six Months Ended June 30 | ||||||
2020 | 2019 | Change | % Change | 2020 | 2019 | Change | % Change | |
Soundwall Sales | $2,200 | $1,939 | $261 | 13% | $4,087 | $4,053 | $34 | 1% |
Architectural Panel Sales | 766 | 424 | 342 | 81% | 1,533 | 424 | 1,109 | 262% |
SlenderWall Sales | — | 772 | (772) | (100)% | 923 | 2,735 | (1,812) | (66)% |
Miscellaneous Wall Sales | 1,128 | 406 | 722 | 178% | 2,031 | 769 | 1,262 | 164% |
Barrier Sales | 945 | 1,817 | (872) | (48)% | 2,270 | 3,408 | (1,138) | (33)% |
Easi-Set and Easi-Span Building Sales | 768 | 1,335 | (567) | (42)% | 1,328 | 2,369 | (1,041) | (44)% |
Utility Sales | 388 | 449 | (61) | (14)% | 789 | 757 | 32 | 4% |
Miscellaneous Sales | 504 | 185 | 319 | 172% | 589 | 316 | 273 | 87% |
Total Product Sales | 6,699 | 7,327 | (628) | (9)% | 13,550 | 14,831 | (1,281) | (9)% |
Barrier Rentals | 907 | 582 | 325 | 56% | 1,650 | 1,163 | 487 | 42% |
Royalty Income | 413 | 429 | (16) | (4)% | 681 | 735 | (54) | (7)% |
Shipping and Installation Revenue | 2,431 | 2,514 | (83) | (3)% | 4,394 | 4,312 | 82 | 2% |
Total Service Revenue | 3,751 | 3,525 | 226 | 6% | 6,725 | 6,210 | 515 | 8% |
Total Revenue | $10,450 | $10,852 | $(402) | (4)% | $20,275 | $21,041 | $(766) | (4)% |
The revenue items: soundwall sales, architectural panel sales, SlenderWall sales, miscellaneous wall sales, barrier rentals, and royalty income are recognized as revenue over time. The revenue items: barrier sales, Easi-Set and Easi-Span building sales, utility sales, miscellaneous sales, and shipping and installation revenue are recognized as revenue at the point in time.
Warranties
The Company's products are typically sold pursuant to an implicit warranty as to merchantability only. Warranty claims are reviewed and resolved on a case by case method. Although the Company does incur costs for these types of expense, historically the amount of expense is minimal.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Segment Reporting
Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and assess performance. The Company currently operates in one operating and reportable business segment for financial reporting purposes.
Reclassifications of Certain Items Included within Comparable Prior Year Periods and Previous Current Year Interim Periods
Certain minor reclassifications have been made to prior year amounts to conform to current year presentation.
11
2. NET INCOME (LOSS) PER SHARE
Basic earnings (loss) per common share exclude all common stock equivalents, primarily restricted stock awards, and is computed using the weighted average number of common shares outstanding during the period. The diluted earnings (loss) per common share calculation reflects the potential dilutive effect of securities that could share in earnings of the Company. As of June 30, 2020, there are no outstanding stock options. For periods prior to June 30, 2020 outstanding options were excluded from the diluted earnings (loss) per share calculation when they would have an anti-dilutive effect. Earnings per share are calculated as follows:
Three Months Ended June 30, | Six Months Ended June 30, | |||
2020 | 2019 | 2020 | 2019 | |
Basic earnings (loss) per common share | ||||
Net income | $441 | $288 | $403 | $628 |
Weighted average shares outstanding | 5,184 | 5,134 | 5,184 | 5,134 |
Basic earnings (loss) per common share | $0.09 | $0.06 | $0.08 | $0.12 |
Diluted earnings (loss) per common share | ||||
Net income | $441 | $288 | $403 | $628 |
Weighted average shares outstanding | 5,184 | 5,134 | 5,184 | 5,134 |
Dilutive effect of stock options and restricted stock | — | 9 | — | 7 |
Total weighted average shares outstanding | 5,184 | 5,143 | 5,184 | 5,141 |
Diluted earnings (loss) per common share | $0.09 | $0.06 | $0.08 | $0.12 |
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3. NOTES PAYABLE
The Company has a mortgage note payable to Summit Community Bank (the “Bank”), with a balance of $375 as of June 30, 2020. The note has a maturity date of September 20, 2021 and a fixed interest rate of 3.99% annually with monthly payments of $26 and is secured by principally all of the assets of the Company. Under the terms of the note, the Bank will permit chattel mortgages on purchased equipment not to exceed $250 for any one individual loan so long as the Company is not in default.
The Company has a mortgage note payable to the Bank for the construction of it's North Carolina facility. The note carries a ten year term at a fixed interest rate of 3.64% annually per the Promissory Note Rate Conversion Agreement, with monthly payments of $22, and is secured by all of the assets of Smith-Carolina and a guarantee by the Company. The balance of the note payable at June 30, 2020 was $2,103.
On March 27, 2020, the Company completed the refinancing of existing loans with a note payable to the Bank in the amount of $2,701. A portion of the funds in the amount of $678 were secured for improvements to an existing five acre parcel for additional storage at the Midland, Virginia plant. The loan is collateralized by a first lien position on the Virginia property, building, and assets. The refinance also released the lien on the Smith-Columbia plant in Hopkins, South Carolina (Columbia). The interest rate per the Promissory Note is fixed at 3.99% per annum, with principal and interest payments payable monthly over 120 months in the amount of $27. The loan matures on March 27, 2030.The balance of the note payable at June 30, 2020 was $2,647.
On April 16, 2020, the Company obtained a loan, evidenced by a promissory note, under the Paycheck Protection Program (the "PPP") from the Bank in the amount of $2,692. The PPP provides for loans to qualifying businesses, the proceeds of which may only be used for payroll costs, rent, utilities, mortgage interest, and interest on other pre-existing indebtedness (the "permissible expenses"). The interest rate per the promissory note, dated April 16, 2020 and executed by the Company in favor of the Bank, is fixed at 1.00% per annum, with principal and interest payments starting November 16, 2020, payable monthly over 18 months in the amount of $152. The loan matures on April 16, 2022. The proceeds of the loan must be utilized pursuant to the requirements of the PPP, and all or a portion of the loan may be forgiven in accordance with the PPP applicable rules, regulations, and guidelines. Pursuant to the loan agreement relating to the PPP loan, the Bank may accelerate the loan in the event of a default under this or any other loan agreement with the Bank.
The Company additionally has 7 smaller installment loans with annual interest rates between 3.99% and 5.29%, maturing between 2020 and 2025, with varying balances totaling $205.
Under the loan covenants with the Bank, the Company is limited to annual capital expenditures of $3,500 and must maintain tangible net worth of $10,000. The Company is in compliance with all covenants pursuant to the loan agreements as of June 30, 2020.
In addition to the notes payable discussed above, the Company has a $4,000 line of credit with the Bank with no balance outstanding as of June 30, 2020. The line of credit is evidenced by a commercial revolving promissory note which carries a variable interest rate of prime and matures on October 1, 2020. The loan is collateralized by a first lien position on the Company's accounts receivable and inventory and a second lien position on all other business assets. Key provisions of the line of credit require the Company (i) to obtain bank approval for capital expenditures in excess of $3,500 during the term of the loan; and (ii) to obtain bank approval prior to its funding any acquisition.
4. STOCK COMPENSATION
The fair value of restricted stock awards is estimated to be the market price of the Company's common stock at the close of the date of grant. Restricted stock activity during the three months ended June 30, 2020 is as follows:
Number of Shares | Weighted Average Grant Date Fair Value per Share | |
Balance, December 31, 2019 | 19,667 | $5.45 |
Granted | — | — |
Vested | 19,667 | 5.45 |
Forfeited | — | — |
Non-vested, end of period | — | $— |
Awards are amortized to expense ratably, on an annual basis, over a three year vesting term, except one grant in January 2019 for 2,000 shares of restricted stock, which vested upon grant. There was stock compensation expense of less than $1 for the three and six months ended June 30, 2020 and $84 and $153 for the three and six months ended June 30, 2019, respectively. There is no unrecognized stock compensation cost as of June 30, 2020.
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report and related documents include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act 1934. Forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause the Company’s actual results, performance (financial or operating), or achievements expressed or implied by such forward looking statements not to occur or be realized. Such forward looking statements generally are based upon the Company’s best estimates of future results, performance or achievement, based upon current conditions and the most recent results of operations. Forward-looking statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “continue,” or similar terms, variations of those terms or the negative of those terms. Potential risks and uncertainties include, among other things, such factors as:
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Although the ultimate impact is uncertain at this time, the coronavirus outbreak may significantly affect the Company's financial condition, liquidity, and results of operations. In this respect, the Company has already experienced the following negative impacts on its business: backlog reduction, lower production volumes, employee absence, bidding restrictions within certain key states, and delays in receipt of materials through the Company's supply chain,
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while the Company was profitable for the six months ended June 30, 2020 and the years ended December 31, 2019 and 2018, there are no assurances that the Company can remain profitable in future periods; in line with this risk, the Company incurred a loss for the quarter ended March 31, 2020,
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our debt level increased in 2019 and in the first six months of 2020, and our ability to satisfy the same cannot be assured,
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the availability of funding or financing in event of the exercise of the guaranteed buy-back with a certain customer,
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the continued availability of financing in the amounts, at the times, and on the terms required, to support our future business and capital projects,
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while we have expended significant funds in recent years to increase manufacturing capacity, there is no assurance that we will achieve significantly greater sales,
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the extent to which we are successful in developing, acquiring, licensing or securing patents for proprietary products,
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changes in economic conditions specific to any one or more of our markets (including the availability of public funds and grants for construction),
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changes in general economic conditions in the Company's primary service areas,
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adverse weather, which inhibits the demand for our products,
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our compliance with governmental regulations,
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the outcome of future litigation, if any,
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our contract backlog,
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on material construction projects, our ability to produce and install product that conforms to contract specifications and in a time frame that meets the contract requirements,
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the cyclical nature of the construction industry,
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our exposure to increased interest expense payments should interest rates change, and
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the other factors and information disclosed and discussed in other sections of this Report and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
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Overview; Potential Effect of COVID-19 Outbreak
a) by the potential inability of customers of the Company to pay amounts owed to the Company for products or services already provided should their businesses suffer setbacks; this risk is heightened by the relatively long lag time experienced by the Company in collecting accounts receivable (see "Liquidity and Capital Resources" below);
b) by potential supply side issues should our vendors experience hardships, and have to reduce or terminate operations, due to the COVID-19 outbreak, impacting the Company's sourcing of materials;
c) by increased adverse effects on our workforce due to contracting or taking care of a relative who has contracted COVID-19, or have been quarantined by a medical professional; in this respect, our workforce has been impacted as of this date with an effect on operations at all locations, but this impact has diminished as of the filing date, but no assurance can be provided as to future impacts;
d) in the event that any of the three states in which we have facilities provide for the quarantine of our manufacturing employees, our production manufacturing will be significantly affected;
e) in the event that any of the states in which we sell our products and services may eliminate, cancel, or delay projects due to monetary limitations resulting from the COVID-19 outbreak; in this respect, the Company has already seen a reduction in bidding activity;
f) the reduction of state infrastructure budgets due to the reduction in funding through the gas tax, or other funding sources;
g) the increase in the overall loan defaults, which in turn impacts the banking sector's ability to fund those types of projects in which the Company's products may be utilized;
h) in the event that economic hardships force the Company to default on loan payments, our loans may be called and our ability to borrow under our bank line of credit could cease; and
i) as a micro cap public company, with minimal trading volume, we do not have access to the public capital markets as do larger public companies; in this respect, the Company has not raised equity funding through a private placement or underwritten public offering since its inital public offering in 1995.
The discussions below, including without limitation with respect to liquidity, are subject to the future effects of the COVID-19 outbreak. In this respect, should the outbreak cause serious economic harm in our areas of operation, our revenue expectations are unlikely to be fulfilled.
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The Company had (in thousands) a net loss of $38 for the first quarter 2020 and net income of $441 for the second quarter 2020, resulting in net income of $403 for the six months ended June 30, 2020. The cost of goods sold as a percent of revenue, not including royalties, for the three and six months ended June 30, 2020 was 80% and 83%, as compared to 83% and 82% for the three and six months ended June 30, 2019. The decrease in cost of goods sold as a percentage of revenue, not including royalties, for the three months ended June 30, 2020, compared to the three months ended June 30, 2019, is mainly due to the increase in barrier rental revenues, which typically have higher margins than product sales. The increase in cost of goods sold as a percentage of revenue, not including royalties, for the six months ended June 30, 2020, compared to the six months ended June 30, 2019, is mainly due to maintaining wage and labor costs despite reduced production volumes. Total revenues for the three and six month periods ended June 30, 2020 were $10,450 and $20,275, respectively, compared to $10,852 and $21,041 for the three and six month periods ended June 30, 2019. The decrease was mainly from reduced sales in SlenderWall, barrier, and Easi-Set building sales, although offset by the increase in architectural and miscellaneous wall sales, compared to the same period in 2019. Operating expenses for 2020 remain in line with the prior year. During the second quarter 2020, the Company received a loan under the Paycheck Protection Program (the "PPP") in the amount of $2,692. The Company maintained wage and labor costs in accordance with PPP rules. At the current time, the Company has recorded the PPP loan as a note payable, but may in the future account for the possibility that all or a portion of the loan may be forgiven under the PPP rules. For further loan information see "Liquidity and Capital Resources".
Results of Operations (dollar amounts in thousands, except per share data)
Three and six months ended June 30, 2020 compared to the three and six months ended June 30, 2019
Revenue includes product sales, barrier rentals, royalty income, and shipping and installation revenues. Product sales are further divided into soundwall, architectural and SlenderWall™ panels, miscellaneous wall panels, highway barrier, Easi-Set® and Easi-Span® buildings, utility products, and miscellaneous precast products. The following table summarizes the sales by product type and comparison for the three and six month periods ended June 30, 2020 and 2019. As indicated in "Overview; Potential Effect of COVID-19 Outbreak" above, should the COVID-19 outbreak cause serious economic harm in our area of operations, our revenue expectations are unlikely to be fulfilled.
Revenue by Type | Three Months Ended June 30 | Six Months Ended June 30 | ||||||
2020 | 2019 | Change | % Change | 2020 | 2019 | Change | % Change | |
Soundwall Sales | $2,200 | $1,939 | $261 | 13% | $4,087 | $4,053 | $34 | 1% |
Architectural Panel Sales | 766 | 424 | 342 | 81% | 1,533 | 424 | 1,109 | 262% |
SlenderWall Sales | — | 772 | (772) | (100)% | 923 | 2,735 | (1,812) | (66)% |
Miscellaneous Wall Sales | 1,128 | 406 | 722 | 178% | 2,031 | 769 | 1,262 | 164% |
Barrier Sales | 945 | 1,817 | (872) | (48)% | 2,270 | 3,408 | (1,138) | (33)% |
Easi-Set and Easi-Span Building Sales | 768 | 1,335 | (567) | (42)% | 1,328 | 2,369 | (1,041) | (44)% |
Utility Sales | 388 | 449 | (61) | (14)% | 789 | 757 | 32 | 4% |
Miscellaneous Sales | 504 | 185 | 319 | 172% | 589 | 316 | 273 | 87% |
Total Product Sales | 6,699 | 7,327 | (628) | (9)% | 13,550 | 14,831 | (1,281) | (9)% |
Barrier Rentals | 907 | 582 | 325 | 56% | 1,650 | 1,163 | 487 | 42% |
Royalty Income | 413 | 429 | (16) | (4)% | 681 | 735 | (54) | (7)% |
Shipping and Installation Revenue | 2,431 | 2,514 | (83) | (3)% | 4,394 | 4,312 | 82 | 2% |
Total Service Revenue | 3,751 | 3,525 | 226 | 6% | 6,725 | 6,210 | 515 | 8% |
Total Revenue | $10,450 | $10,852 | $(402) | (4)% | $20,275 | $21,041 | $(766) | (4)% |
Soundwall Sales - Soundwall sales increased for the three and six month periods ended June 30, 2020 compared to the same periods in 2019. The increase for the three and six month periods in soundwall sales is mainly attributed to increased production at the Virginia plant. The Virginia plant continues to produce soundwall for the largest soundwall contract in Company history, which was initially awarded during 2018.
Architectural Sales - Architectural sales increased for the three and six months ended June 30, 2020 compared to the same periods in 2019. The Company had one large architectural panel project begin during the first quarter 2020, while there was much lower production in the first six months of 2019. The Company was also recently awarded a large architectural project expected to begin production during the third quarter 2020.
SlenderWall Sales - SlenderWall sales significantly decreased for the three and six month periods ended June 30, 2020 compared to the same periods in 2019. SlenderWall sales are generated on a project basis, and success is determined by the number and dollar value of projects awarded and produced in any particular period. The decrease for the three and six month periods ending June 30, 2020 compared to the same periods in 2019, is mainly attributable to the Company finishing production of a major SlenderWall project during the first and second quarter 2019, as compared to finishing several smaller projects during the first quarter of 2020. The Company continues to focus sales initiatives on SlenderWall, but no assurance can be given as to success in this endeavor, particularly in view of the COVID-19 outbreak.
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Miscellaneous Wall Sales - Miscellaneous wall sales increased significantly for the three and six month periods ended June 30, 2020 compared to the same periods in 2019 due to the amount of retaining wall projects in production. The Company was awarded various miscellaneous wall panel projects in the later part of 2019, with production expected to continue through the end of 2020.
Barrier Sales - Barrier sales decreased significantly during the three and six month periods ended June 30, 2020 compared to the same periods in 2019. The Company has, and intends to continue to, place a greater emphasis on barrier rentals versus barrier sales.
Easi-Set® and Easi-Span® Building Sales - Building and restroom sales decreased for the three and six month periods ended June 30, 2020 compared to the same periods in 2019 mainly due to a decrease in production at the North Carolina and South Carolina plants, with the decreased quantity of building sales orders received at both locations compared to the same time period in 2019.
Utility Sales - Utility sales decreased for the three month period ended June 30, 2020 compared to the same period in 2019, and slightly increased for the six month period ended June 30, 2020 compared to the same period in 2019. Utility products are tied closely with infrastructure spending by federal, state and local governments. The Company continues to bid on utility projects and is competitive on larger quantities, although there are competitors who specialize lower priced utility products.
Miscellaneous Product Sales - Miscellaneous products are products that are produced or sold that do not meet the criteria defined for other revenue categories. Examples would include precast concrete slabs, waste blocks or small add-on items. Miscellaneous product sales increased for the three and six month periods ended June 30, 2020 compared to the same period in 2019. These products are typically small in nature and the Company focuses it's priorities on larger, more profitable jobs.
Barrier Rentals - Barrier rentals increased for the three and six month periods ended June 30, 2020 compared to the same periods in 2019 due to the higher quantity of linear feet rented than the previous year and a few short-term security projects. Barrier rentals were also positively impacted in the first half of 2020 with the revenue recognition from the deferred buy-back lease obligation. As indicated above, the Company is shifting its focus to barrier rentals compared to barrier sales with the significant increase in the rental fleet in late 2019. Its success in this endeavor will be affected by the level of governmental spending on future public highway products, which spending may be adversely effected by cutbacks resulting from diversion of funds due to the COVID-19 outbreak.
Royalty Income - Royalties decreased for the three and six month periods ended June 30, 2020 compared to the same periods in 2019. Royalties for barriers started off slow in 2020 with the new transition to the MASH TL3 standard. The Company is uncertain how the COVID-19 outbreak will impact each licensee. The Company continues to seek new license opportunities to expand product offerings around the world.
Shipping and Installation - Shipping revenue results from shipping our products to the customers' final destination and is recognized when the shipping services take place. Installation activities include installation of our products at the customers’ construction sites. Installation revenue is recognized when attaching architectural and SlenderWall panels to a building, installing an Easi-Set® building at customers' sites, or setting any of our other precast products at a site specific to the requirements of the owner. Shipping and installation revenue decreased for the three month period ended June 30, 2020, compared to the same period in 2019. The decrease is mainly a result of less shipments from the North Carolina and South Carolina facilities. Shipping and installation revenue increased for the six month period ended June 30, 2020, compared to the same period in 2019. The increase is mainly derived from the installation associated with two SlenderWall projects being erected during the first quarter 2020 and an increase in the shipping and installation of barrier rentals during 2020.
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Cost of Goods Sold - Total cost of goods sold, as a percentage of total revenue, not including royalties, was 80% and 83% for the three and six month periods ended June 30, 2020, respectively, compared to 83% and 82% for the same periods in 2019, respectively. The decrease in cost of goods sold as a percentage of revenue, not including royalties, for the three months ended June 30, 2020, compared to the three months ended June 30, 2019, is mainly due to the increase in barrier rentals, which typically have higher margins than product sales. The increase in cost of goods sold as a percentage of revenue, not including royalties, for the six months ended June 30, 2020, compared to the six months ended June 30, 2019, is mainly due to maintaining wage and labor costs despite reduced production volumes.
General and Administrative Expenses - For the three months ended June 30, 2020 the Company's general and administrative expenses increased by $87 to $1,230 from $1,143 during the same period in 2019 and for the six months ended June 30, 2020 the Company's general and administrative expenses decreased by $68 to $2,282 from $2,350 in the prior year. The increased general and administrative expenses for the three month period ended June 30, 2020 is mainly attributed to the write-off of bad debts associated with retainage on two large jobs. The decrease in general and administrative expenses for the six month period ended June 30, 2020 is mainly attributed to no provision for stock compensation compared to the six month period ended June 30, 2019. General and administrative expense as a percentage of total revenue was 11% for both six month periods ended June 30, 2020 and 2019, respectively.
Selling Expenses - Selling expenses for the three months ended June 30, 2020 decreased to $574 from $640 for the same period in 2019. Selling expenses for the six months ended June 30, 2020 decreased to $1,164 from $1,207 for the same period in 2019. The reduction in selling expenses for the three and six month periods are attributed to a decrease in sales commissions compared to the same periods in the prior year.
Operating Income (Loss) - The Company had operating income for the three month period ended June 30, 2020 of $573 compared to operating income of $373 for the same period in 2019. The increase in operating income for the three month period ended June 30, 2020 compared to the same period in 2019, was mainly due to the increase in gross profit margins. The Company had operating income for the six month period ended June 30, 2020 of $532 compared to operating income of $821 for the same period in 2019. The decrease in operating income is mainly due to lower sales volumes combined with higher cost of goods sold as a percentage of revenue, excluding royalties.
Interest Expense - Interest expense was $57 and $40 for the three month period ended June 30, 2020 and 2019, respectively. Interest expense was $113 and $85 for the six month period ended June 30, 2020 and 2019, respectively. The Company expects interest expense to increase for the full year 2020, as compared to the full year 2020, due to the debt financing on the North Carolina expansion project completed in the fourth quarter 2019.
Income Tax Expense (Benefit) - The Company had an income tax expense of $130 with an effective rate of 23% for the three months ended June 30, 2020 compared to income tax expense of $86 with an effective rate of 23% for the same period in 2019. The Company had an income tax expense of $120 with an effective rate of 23% for the six months ended June 30, 2020 compared to income tax expense of $185 with an effective tax rate of 23% for the same period in 2019.
Net Income (Loss) - The Company had net income of $441 for the three months ended June 30, 2020, compared to net income of $288 for the same period in 2019. The basic and diluted income per share was $0.09 for the three months ended June 30, 2020, and the basic and diluted income per share was $0.06 for the three months ended June 30, 2019. The Company had net income of $403 for the six months ended June 30, 2020, compared to net income of $628 for the same period in 2019. The basic and diluted income per share was $0.08 for the six months ended June 30, 2020, and the basic and diluted income per share was $0.12 for the six months ended June 30, 2019.
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Liquidity and Capital Resources (dollar amounts in thousands)
Reference is made to "Overview; Potential Effect of COVID-19 Outbreak" above in the context of the discussion below.
The Company has a mortgage note payable to Summit Community Bank (the “Bank”), with a balance of $375 as of June 30, 2020. The note has a maturity date of September 20, 2021 and a fixed interest rate of 3.99% annually with monthly payments of $26 and is secured by principally all of the assets of the Company. Under the terms of the note, the Bank will permit chattel mortgages on purchased equipment not to exceed $250 for any one individual loan so long as the Company is not in default.
The Company has a mortgage note payable to the Bank for the construction of it's North Carolina facility. The note carries a ten year term at a fixed interest rate of 3.64% annually per the Promissory Note Rate Conversion Agreement, with monthly payments of $22, and is secured by all of the assets of Smith-Carolina and a guarantee by the Company. The balance of the note payable at June 30, 2020 was $2,103.
On March 27, 2020, the Company completed the refinancing of existing loans with a note payable to the Bank in the amount of $2,701. A portion of the funds in the amount of $678 were secured for improvements to an existing five acre parcel for additional storage at the Midland, Virginia plant. The loan is collateralized by a first lien position on the Virginia property, building, and assets. The refinance also released the lien on the Smith-Columbia plant in Hopkins, South Carolina (Columbia). The interest rate per the Promissory Note is fixed at 3.99% per annum, with principal and interest payments payable monthly over 120 months in the amount of $27. The loan matures on March 27, 2030.The balance of the note payable at June 30, 2020 was $2,647.
On April 16, 2020, the Company obtained a loan, evidenced by a promissory note, under the Paycheck Protection Program (the "PPP") from the Bank in the amount of $2,692. The PPP provides for loans to qualifying businesses, the proceeds of which may only be used for payroll costs, rent, utilities, mortgage interest, and interest on other pre-existing indebtedness (the "permissible expenses"). The interest rate per the promissory note, dated April 16, 2020 and executed by the Company in favor of the Bank, is fixed at 1.00% per annum, with principal and interest payments starting November 16, 2020, payable monthly over 18 months in the amount of $152. The loan matures on April 16, 2022. The proceeds of the loan must be utilized pursuant to the requirements of the PPP, and all or a portion of the loan may be forgiven in accordance with the PPP applicable rules, regulations, and guidelines. Pursuant to the loan agreement relating to the PPP loan, the Bank may accelerate the loan in the event of a default under this or any other loan agreement with the Bank.
The Company additionally has 7 smaller installment loans with annual interest rates between 3.99% and 5.29%, maturing between 2020 and 2025, with varying balances totaling $205.
Under the loan covenants with the Bank, the Company is limited to annual capital expenditures of $3,500 and must maintain tangible net worth of $10,000. The Company is in compliance with all covenants pursuant to the loan agreements as of June 30, 2020. In addition to the notes payable discussed above, the Company has a $4,000 line of credit with the Bank with no balance outstanding as of June 30, 2020. The line of credit is evidenced by a commercial revolving promissory note which carries a variable interest rate of prime and matures on October 1, 2020. The loan is collateralized by a first lien position on the Company's accounts receivable and inventory and a second lien position on all other business assets. Key provisions of the line of credit require the Company (i) to obtain bank approval for capital expenditures in excess of $3,500 during the term of the loan; and (ii) to obtain bank approval prior to its funding any acquisition.
At June 30, 2020, the Company had cash totaling $4,404 and investment securities totaling $1,189, compared to cash totaling $1,364 and investment securities totaling $1,176 at December 31, 2019. Investment securities at June 30, 2020 consist of shares of USVAX (a Virginia Bond Fund). The increase in cash is primarily the result of the PPP loan received on April 16, 2020.
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Critical Accounting Policies and Estimates
Seasonality
Inflation
Sales Backlog
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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
ITEM 4. Controls and Procedures
(a) Disclosure controls and procedures
(b) Changes in Internal Control over Financial Reporting
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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
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ITEM 4. Mine Safety Disclosures
ITEM 5. Other Information
ITEM 6. Exhibits
Exhibit No. | Exhibit Description | |
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934. | ||
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934. | ||
Certification pursuant 18 U.S.C. Section 1350 as adapted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
101.INS | XBRL Instance Document. | |
101.SCH | XBRL Taxonomy Extension Schema Document. | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SMITH-MIDLAND CORPORATION (Registrant) | ||||
Date: | August 11, 2020 | By: | /s/ Ashley B. Smith | |
Ashley B. Smith, Chief Executive Officer | ||||
(Principal Executive Officer) | ||||
Date: | August 11, 2020 | By: | /s/ Adam J. Krick | |
Adam J. Krick, Chief Financial Officer | ||||
(Principal Financial Officer) |
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