10-Q 1 smid-20200630x10xq.htm QUARTERLY REPORT smid-20200630x10xq
 

 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
  3 
 
    
Condensed Consolidated Balance Sheets
  3 
 
    
Condensed Consolidated Statements of Operations (Unaudited)
  5 
 
    
Condensed Consolidated Statements of Stockholders' Equity (Unaudited)
  6 

    
Condensed Consolidated Statements of Cash Flows (Unaudited)
  7 
 
    
Notes to Condensed Consolidated Financial Statements (Unaudited)
  8 
 
    
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
  14 
 
    
Item 3. Quantitative and Qualitative Disclosures About Market Risk
  21 
 
    
Item 4. Controls and Procedures
  21 
 
    
PART II. OTHER INFORMATION
 
    
Item 1. Legal Proceedings
  22 
 
    
Item 1A. Risk Factors
  22 
 
    
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  22 
 
    
Item 3. Defaults Upon Senior Securities
  22 
 
    
Item 4. Mine Safety Disclosures
  23 
 
    
Item 5. Other Information
  23 
 
    
Item 6. Exhibits
  23 
 
    
Signatures
  24 
 

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
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(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
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(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)
 1. INTERIM FINANCIAL REPORTING
 
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 
 
 
12
 
 
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.
 


13
 
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:
 
 
 
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,
 
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,
 
our debt level increased in 2019 and in the first six months of 2020, and our ability to satisfy the same cannot be assured,

 
the availability of funding or financing in event of the exercise of the guaranteed buy-back with a certain customer,
 
the continued availability of financing in the amounts, at the times, and on the terms required, to support our future business and capital projects,

 
while we have expended significant funds in recent years to increase manufacturing capacity, there is no assurance that we will achieve significantly greater sales,
 
the extent to which we are successful in developing, acquiring, licensing or securing patents for proprietary products,
 
changes in economic conditions specific to any one or more of our markets (including the availability of public funds and grants for construction),
 
changes in general economic conditions in the Company's primary service areas,
 
adverse weather, which inhibits the demand for our products,
 
our compliance with governmental regulations,
 
the outcome of future litigation, if any,
 
our contract backlog,
 
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,
 
the cyclical nature of the construction industry,
 
our exposure to increased interest expense payments should interest rates change, and
   
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.

Investors and shareholders should carefully consider such risks, uncertainties and other information, disclosures and discussions which contain cautionary statements identifying important factors that could cause actual results to differ materially from those provided in the forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
 

14
 
  
Overview; Potential Effect of COVID-19 Outbreak

The Company invents, develops, manufactures, markets, leases, licenses, sells, and installs a broad array of precast concrete products for use primarily in the construction, highway, utilities, and farming industries. The Company's customers are primarily general contractors and federal, state, and local transportation authorities located in the Mid-Atlantic, Northeastern, Midwestern regions and parts of the Southeastern region of the United States. The Company's operating strategy has involved producing innovative and proprietary products, including SlenderWall™, a patented, lightweight, energy efficient concrete and steel exterior insulated wall panel for use in building construction; J-J Hooks® Highway Safety Barrier, a positive-connected highway safety barrier; Sierra Wall, a sound barrier primarily for roadside use; and Easi-Set® transportable concrete buildings, also patented. In addition, the Company produces custom order precast concrete products with various architectural surfaces, as well as generic highway sound barriers, utility vaults, and farm products such as cattleguards.
    
The Company was incorporated in Delaware on August 2, 1994. Prior to a corporate reorganization completed in October 1994, the Company conducted its business primarily through Smith-Midland Virginia, which was incorporated in 1960 as Smith Cattleguard Company, a Virginia corporation, and subsequently changed its name to Smith-Midland Corporation in 1985. The Company’s principal offices are located at 5119 Catlett Road, Midland, Virginia 22728 and its telephone number is (540) 439-3266. As used in this report, unless the context otherwise requires, the term the “Company” refers to Smith-Midland Corporation and its subsidiaries.
 
As a part of the construction industry, the Company's sales and net income may vary greatly from quarter to quarter over a given year. Because of the cyclical nature of the construction industry, many factors not under our control, such as weather and project delays, affect the Company's production schedule, possibly causing momentary slowdowns in sales and net income. As a result of these factors, the Company is not always able to earn a profit for each period, therefore, please read Management's Discussion and Analysis of Financial Condition and Results of Operations and the accompanying financial statements with these factors in mind.
 
On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spread globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.
 
The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. The Company has already experienced an adverse impact to its business by a reduction in backlog, lower production volumes, employee absence, bidding restrictions within certain key states such as Maryland and North Carolina, and minor delays in receipt of materials through the Company's supply chain. The Company may be further negatively impacted in the following respects:
 
                  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.
 
Management is actively monitoring the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020.

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.
 

15

 
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.
 

16

 
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.
 

17

 
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.
 

18

 
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.
 
Capital spending for the six months ended June 30, 2020 totaled $2,326, as compared to $1,996 for the same period in 2019. The 2020 expenditures were mainly for the rental barrier, yard expansion in Midland, Virginia in which the Company committed to during the fourth quarter 2019, and manufacturing equipment. The Company has completed the yard expansion at Midland, Virginia and intends to continue maintenance capital expenditures as needed over the remainder of the year.
 
The Company's three mortgage notes payable are financed at fixed rates of interest. This leaves the Company almost impervious to fluctuating interest rates. Increases in such rates will only slightly affect the interest paid by the Company on an annual basis. Approximately 99% of the Company's debt obligations are financed at a fixed interest rate, after consideration of the Promissory Note Rate Conversion Agreement, so that each 1% increase in the interest rates of the Company’s outstanding debt will reduce income by approximately $1 annually, excluding the impact of fair value changes in the Promissory Note Rate Conversion Agreement.
 

19

 
The Company’s cash flow from operations is affected by production schedules set by contractors, which generally provide for payment 35 to 90 days after the products are produced and with some architectural contracts, retainage may be held until the entire project is completed. This payment schedule may result in liquidity problems for the Company because it must bear a portion of the cost of production before it receives payment from its customers. The Company’s average days sales outstanding (DSO), excluding the effect of unbilled revenue, was 99 days for the six months ended June 30, 2020 compared to 89 days for the year ended December 31, 2019. The increase in DSO is mainly due to retainage being withheld on multiple large projects.

If actual results regarding the Company's production, sales, and subsequent collections on customer receivables are materially inconsistent with management's expectations, the Company may in the future encounter cash flow and liquidity issues. If the Company's operational performance deteriorates significantly, it may be unable to comply with existing financial covenants, and could cause defaults and acceleration under it's loan agreements and lose access to the credit facility. Although no assurances can be given, the Company believes that anticipated cash flow from operations and the availability under the line of credit, which matures October 1, 2020 and is expected to be renewed, and the Payment Protection Plan loan received during the second quarter 2020 will be sufficient to finance the Company’s operations for at least the next 12 months. As a micro cap public company, with minimal trading volume, the Company does 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 underwriting public offering since its initial public offering in 1995.
 
The Company’s inventory was $2,108 at June 30, 2020 and $2,242 at December 31, 2019, or a decrease of $134. The decrease in inventory is due to the reduction of barrier in finished goods on hand at June 30, 2020 with the transition to the MASH TL3 standard and the focus shifting from 'Barrier Sales' to 'Barrier Rentals'. Inventory turnover was 11.4, annualized for the six months ended June 30, 2020, compared to 10.9, annualized for the same period in 2019.
 
Critical Accounting Policies and Estimates

The Company’s critical accounting policies are more fully described in its Summary of Accounting Policies to the Company’s consolidated financial statements on Form 10-K for the year ended December 31, 2019. There have been no changes as of June 30, 2020.

Seasonality

The Company services the construction industry primarily in areas of the United States where construction activity may be inhibited by adverse weather during the winter. As a result, the Company may experience reduced revenues from December through February and realize a more significant part of its revenues during the other months of the year. The Company may experience lower profits, or losses, during the winter months, and as such, must have sufficient working capital to fund its operations at a reduced level until the spring construction season. The failure to generate or obtain sufficient working capital during the winter may have a material adverse effect on the Company.

Inflation

Raw material costs for the Company, cement, steel, aggregates, and other direct materials used in production have remained flat for the first six months of 2020. The Company anticipates raw material prices may slightly increase for the remainder of 2020, although no assurance can be given regarding future pricing.

Sales Backlog

As of August 3, 2020, the Company’s sales backlog was approximately $25.6 million, as compared to approximately $27.6 million at the same time in 2019. The decrease is mainly due to the reduction in bidding activity in 2020. It is estimated that majority of the projects in the sales backlog will be produced within 12 months, with a portion extending several years.
 
 
20
 
ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk

Not Applicable
ITEM 4.    Controls and Procedures

(a)      Disclosure controls and procedures

The Company carried out our evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective at June 30, 2020.

(b)      Changes in Internal Control over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the three months ended June 30, 2020 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
 

21

 
PART II — OTHER INFORMATION
ITEM 1.    Legal Proceedings

The Company is not presently involved in any litigation of a material nature.
ITEM 1A.    Risk Factors

Not required
ITEM 2.    Unregistered Sales of Equity Securities and Use of Proceeds

None
ITEM 3.    Defaults Upon Senior Securities

None
 

22

 
ITEM 4.    Mine Safety Disclosures

Not applicable
ITEM 5.    Other Information

None

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.
 
 

23

 
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) 
 
  
 
 
 
 
 
 
24