Attached files
| file | filename |
|---|---|
| EX-10.4 - MODIFICATION DEED OF TRUST DATED MARCH 27, 2020 - SMITH MIDLAND CORP | deedmodification2.htm |
| EX-10.3 - MODIFICATION AND SUPPLEMENTAL DEED OF TRUST DATED MARCH 27, 2020 - SMITH MIDLAND CORP | deedmodification1.htm |
| EX-10.2 - BUSINESS LOAN AGREEMENT DATED MARCH 27, 20, RELATED TO THE PROMISSORY NOTE - SMITH MIDLAND CORP | businessloanagreement.htm |
| EX-10.1 - PROMISSORY NOTE DATED MARCH 27, 2020, IN THE AMOUNT OF $2,701,404 - SMITH MIDLAND CORP | promissorynote.htm |
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
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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
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SMITH-MIDLAND
CORPORATION
(Exact Name of Registrant as
Specified in Charter)
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Delaware
(State or Other
Jurisdiction of Incorporation)
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1-13752
(Commission File
Number)
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54-1727060
(I.R.S. Employer
Identification Number)
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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)
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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:
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Title of each
class
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Trading
Symbol
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Name of each
exchange on which registered
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Common Stock, $0.01
par value per share
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SMID
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OTCQX
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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.
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Exhibit No
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Exhibit
Description
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Promissory Note, dated March 27, 2020, in the
amount of $2,701,404 issued by the Company to Summit Community
Bank.
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Business Loan Agreement related to the Promissory
Note dated March 27, 2020.
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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).
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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).
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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 hereunto duly authorized.
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Date: April 1,
2020
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SMITH-MIDLAND
CORPORATION
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By: /s/ Adam J.
Krick
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Adam J.
Krick
Chief Financial
Officer
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