史密斯-米德兰公司2024年度报告

☒Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year EndedDecember 31, 2024 Smith-Midland Corporation Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company.See the definitions of “large accelerated filer”, “accelerated filer”, “smaller If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management's assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financials statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No☒ The aggregate market value of the shares of the voting and non-voting common equity held by non-affiliates computed by reference tothe average bid and asked price of such common equity as of June 30, 2024 (the last business day of the Company’s most recentlycompleted second fiscal quarter) was $77,253,882. For the sole purpose of making this calculation, the term “non-affiliate” has been As of May 2, 2025, the Company had outstanding5,304,606shares of Common Stock, $.01 par value per share, net of treasury shares. FORWARD-LOOKING STATEMENTS This Annual Report and related documents include “forward-looking statements” within the meaning of Section 27A of the SecuritiesAct of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements involveknown and unknown risks, uncertainties and other factors which could cause the Company’s actual results, performance (financial oroperating) or achievements expressed or implied by such forward looking statements not to occur or be realized. Such forward lookingstatements generally are based upon the Company’s best estimates of future results, performance or achievement, based upon current ·while the Company had net income for the year 2024 and the years ended December 31, 2023 and 2022 there are noassurances that the Company can remain profitable in future periods; in line with this risk, the Company incurred a loss ·while we have expended significant funds in recent years to increase manufacturing capacity and the barrier rental fleet, andplan to continue to increase manufacturing capacity, there is no assurance that we will achieve significantly greater ·we have a substantial amount of debt and our ability to satisfy and meet our debt obligations cannot be assured,·our cash decreased as of December 31, 2024 from December 31, 2023 reflecting the increase in capital expenditures andaccounts receivables and there can be no assurance that the Company’s cash will not be further reduced, ·our accounts receivables has increased during 2024 and during 2023, and our ability to fully collect accounts receivablebalances cannot be assured, ·we identified material weaknesses in internal controls over financial reports related to (i) design and maintenance ofeffective controls over the financial reporting process; and (ii) certain business processes and the information control ·there are uncertainties arising from the policies of the new Administration and DOGE, including without limitation,government spending cuts and tariffs, and there can be no assurance that infrastructure spending will not be adversely ·the Company has not had a Chief Financial Officer since July 17, 2024 and is otherwise in need of additional accountingpersonnel, ·our future revenue growth depends in part on future government spending on infrastructure, and there can be no assurancethat such