smid_nt10q.htm

NT 10-Q 1 smid_nt10q.htm NT 10-Q smid_nt10q.htm

OMB APPROVAL

UNITED STATES

OMB Number: 3235-0058

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Expires: April 30, 2025

Estimated average burden hours per

response.......2.50

FORM 12b-25

SEC FILE NUMBER

0011-3752

CUSIP NUMBER

NOTIFICATION OF LATE FILING

832156103

(Check one):

☐

Form 10-K

☐

Form 20-F

☐

Form 11-K

☒

Form 10-Q

☐

Form 10-D

☐

Form N-CEN

☐

Form N-CSR

For Period Ended: March 31, 2024

☐

Transition Report on Form 10-K

☐

Transition Report on Form 20-F

☐

Transition Report on Form 11-K

☐

Transition Report on Form 10-Q

For the Transition Period Ended: _________________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: ____________

PART I — REGISTRANT INFORMATION

Smith-Midland Corporation

Full Name of Registrant

N/A

Former Name if Applicable

P.O Box 300, 5119 Catlett Road

Address of Principal Executive Office (Street and Number)

Midland, Virginia 22728

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

☐

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Smith-Midland Corporation (the “Company”) has determined that it is unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, within the prescribed time period, without unreasonable effort or expense. The Company requires additional time to complete its financial reporting close process as a result of delays in filing the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The delay in filing the Form 10-K is related to additional time needed to complete its financial reporting close process as referenced in Form 12b-25 as filed on April 1, 2024. The Company anticipates to file its Annual Report on the Form 10-K in the near future, and the Form 10-Q shortly thereafter.

(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

Stephanie Poe

540

439-3266

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

Yes ☐ No ☒

The Company has not filed its Annual Report on Form 10-K for the year ended December 31, 2023, however it is anticipated to be filed in the near future.

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes ☒ No ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Revenue is expected to be higher for the quarter ended March 31, 2024 than the prior quarter ended March 31, 2023 resulting in significantly higher net income for the quarter ended March 31, 2024 than the prior quarter ended March 31, 2023. Numbers at this time are preliminary and subject to further adjustment.

Smith-Midland Corporation

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: 5/15/2024

By:

/s/ Stephanie Poe

Name: Stephanie Poe

Title: Chief Financial Officer

		OMB APPROVAL
	UNITED STATES	OMB Number: 3235-0058
	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	Expires: April 30, 2025
		Estimated average burden hours per
		response.......2.50

	FORM 12b-25	SEC FILE NUMBER
	FORM 12b-25	0011-3752

		CUSIP NUMBER
	NOTIFICATION OF LATE FILING	832156103

	For Period Ended: March 31, 2024

	☐	Transition Report on Form 10-K

	☐	Transition Report on Form 20-F

	☐	Transition Report on Form 11-K

	☐	Transition Report on Form 10-Q

PART I — REGISTRANT INFORMATION

Smith-Midland Corporation
Full Name of Registrant

N/A
Former Name if Applicable

P.O Box 300, 5119 Catlett Road
Address of Principal Executive Office (Street and Number)

Midland, Virginia 22728
City, State and Zip Code

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

☐	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

(1)	Name and telephone number of person to contact in regard to this notification

	Stephanie Poe	540	439-3266
	(Name)	(Area Code)	(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
		Yes ☐ No ☒

	The Company has not filed its Annual Report on Form 10-K for the year ended December 31, 2023, however it is anticipated to be filed in the near future.

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
		Yes ☒ No ☐

	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. Revenue is expected to be higher for the quarter ended March 31, 2024 than the prior quarter ended March 31, 2023 resulting in significantly higher net income for the quarter ended March 31, 2024 than the prior quarter ended March 31, 2023. Numbers at this time are preliminary and subject to further adjustment.

	Smith-Midland Corporation
(Name of Registrant as Specified in Charter)

Date: 5/15/2024	By:	/s/ Stephanie Poe
		Name: Stephanie Poe
		Title: Chief Financial Officer