8-K 1 smid-2020x03x27x8krefi.htm FORM 8-K smid-2020x03x27x8krefi
 

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

 FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported): March 27, 2020
 
 

SMITH-MIDLAND CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
 

Delaware
(State or Other Jurisdiction of Incorporation)
1-13752
(Commission File Number)
54-1727060
(I.R.S. Employer Identification Number)

P.O. Box 300, 5119 Catlett Road
Midland, Virginia 22728
(Address of principal executive offices)
 
 (504) 439-3266
(Registrant’s telephone number, including area code)
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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.    ◻


 
 
 
 

ITEM 1.01    Entry into a Material Definitive Agreement.

The disclosures set forth in Item 2.03 are incorporated by reference to this item.
 
ITEM 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Regisrant.
 
Note Payable
 
       On March 27, 2020, Smith-Midland Corporation (the "Company") completed the refinancing of current loans with a note payable to Summit Community Bank (the "Bank") in the amount of $2,701,404. A portion of the funds in the amount of $678,098 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 $27,414. The loan matures on March 27, 2030. Under the loan covenants with the Bank, the Company is limited to annual capital expenditures of $3.5 million and must maintain tangible equity of $10.0 million. The foregoing does not purport to be complete and is qualified in its entirety to Promissory Note dated March 27, 2020, issued by the Company to the Bank, the Business Loan Agreement, dated March 27, 2020, the Modification and Supplemental Deed of Trust, dated March 27, 2020, and the Modification Deed of Trust, dated March 27, 2020 are attached as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and incorporated herein by reference.
 
 
 
 
ITEM 9.01    Financial Statements and Exhibits.
 
Exhibit No
 
Exhibit Description
 
Promissory Note, dated March 27, 2020, in the amount of $2,701,404 issued by the Company to Summit Community Bank.
 
Business Loan Agreement related to the Promissory Note dated March 27, 2020.
 
Modification and Supplemental Deed of Trust, dated March 27, 2020, between the Company and Summit Community Bank to the Credit Line Deed of Trust, dated April 20, 2011 (Included in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2011).  
 
Modification Deed of Trust, dated March 27, 2020, between the Company and Summit Community Bank to the Credit Line Deed of Trust, dated September 12, 2013 (Included in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2013).  

 
 
 
 
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 hereunto duly authorized.
 
 
 
 
Date:  April 1, 2020
 
 
SMITH-MIDLAND CORPORATION
 
 
 
By: /s/ Adam J. Krick
 
Adam J. Krick
Chief Financial Officer