UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(AMENDMENT
NO. 2)
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ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the Fiscal Year Ended December 31, 2007
Or
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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Commission
File Number:
1-13752
SMITH-MIDLAND
CORPORATION
(Name
of registrant as specified in its charter)
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Delaware
(State
or Other Jurisdiction of
Incorporation)
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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, Zip Code)
(540)
439-3266
(Registrant's
Telephone Number, Including Area Code)
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Title
of Each Class
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Name
on Each Exchange on
Which
Registered
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Common
Stock, $.01 par value per share
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Boston
Stock Exchange
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Securities
Registered Pursuant to Section 12(g) of the Exchange Act:
Common
Stock, $.01 par value per share
(Title
of Class)
Preferred
Stock Purchase Rights
(Title
of Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act.
Yes
¨ No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange
Act.
Yes
¨ No
x
Indicate
by check mark whether the issuer: (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
x No
¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
the
Form 10-K. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (check one)
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Large
Accelerated Filer ¨
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Accelerated
Filer ¨
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Non-accelerated
Filer ¨
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Smaller Reporting Company x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
¨ No
x
The
aggregate market value of the shares of Common Stock, held by non-affiliates,
based upon the closing price for such stock on June 30, 2007, was
$10,039,171.
As
of
April 10, 2008, the Company had outstanding 4,629,962 shares of Common Stock,
$.01 par value per share.
AMENDMENT
NO. 2 TO FORM 10-K
For
the Fiscal Year Ended December 31, 2007
Explanatory
Note
This
Amendment No. 2 to the Annual Report on Form 10-K/A (“Amendment No. 2”) is being
filed to amend the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2007, previously filed on April 15, 2008 (the “Original
Filing”) and amends the registrant’s Amendment No. 1 on Form 10-K/A filed with
the SEC on September 26, 2008 (“Amendment No. 1”).
Amendment
No. 2 is being filed solely for the purpose of correcting an inadvertent error
on Amendment No. 1, Item 9A(T). Controls and Procedures, paragraph 3. The final
sentence of paragraph 3 is amended to read “However, based on the stage of
completion of our assessment, in particular, the lack of the testing phase
of
the operating effectiveness of our internal controls, our principal executive
officer and principal financial officer can only conclude that our internal
control procedures over financial reporting as of December 31, 2007 were not
effective”.
This
Amendment No. 2 on Form10-K/A continues to describe conditions as of the date
of
the Original Filing, and we have not updated the disclosures contained herein
to
reflect events that occurred at a later date. Accordingly, this Amendment No.
2
should be read in conjunction with the Company’s SEC filings made subsequent to
the Original Filing.
Item
9A(T). Controls
and Procedures.
Management’s
Report on Internal Control over Financial Reporting
Management
is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934, as amended. Our internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of the financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles. This process includes those policies and procedures
that
(i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of our assets; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures are being made only
in
accordance with authorizations of our management and directors; and (iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have
a
material effect on our financial statements.
Because
of its inherent limitations, internal control over financial reporting may
not
prevent or detect misstatements. Also, projections of any evaluation of the
internal control over financial reporting to future periods are subject to
risk
that the internal control may become inadequate because of changes in
conditions, or that the degree of compliance with policies or procedures may
deteriorate.
Our
management conducted an initial phase evaluation of the effectiveness of our
internal control over financial reporting based on the framework in “Internal
Control – Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”), as of December 31, 2007. This
initial phase consisted of a top-down approach to risk assessment as provided
for by SEC guidance and did not identify any material weaknesses. However,
based
on the stage of completion of our assessment, in particular, the lack of the
testing phase of the operating effectiveness of our internal controls, our
principal executive officer and principal financial officer can only conclude
that our internal control procedures over financial reporting as of December
31,
2007 were not effective.
The
Company was unable to complete the testing phase of the operating effectiveness
of our internal controls due to the unexpected departure of our Chief Financial
Officer and our controller going on medical leave. The Company secured the
services provide financial management while the Company aggressively searches
for a permanent CFO.
Since
the
completion of the internal control design phase of our evaluation of the
effectiveness of our internal control over financial reporting, we have been
working with our consulting firm to develop a plan which will be designed to
test the operating effectiveness of our internal controls. We anticipate that
this phase of the project will be completed by the end of 2008, in order to
be
in a position to provide a full and complete evaluation of the effectiveness
of
our internal control over financial reporting to be filed as part of the Form
10-K filing for the year ending December 31, 2008.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to such attestation pursuant to temporary
rules of the SEC that require only management’s report.
Disclosure
controls and procedures
We
carried out our evaluation, under the supervision and with the participation
of
our management, including our Chief Executive 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 that evaluation and the remaining
testing phase to be completed, our principal executive officer and principal
financial officer can only conclude that our disclosure controls and procedures
as of December 31, 2007 were not effective.
Changes
in Internal Control over Financial Reporting
There
has
been no change in the Company’s internal control over financial reporting during
the quarter ended December 31, 2007 that has materially affected, or is
reasonably likely to materially affect, its internal control over financial
reporting except as disclosed above.
Item
15. Exhibits
and Financial Statement Schedules
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Exhibit
Number
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Description
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31.1
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Certification
of Chief Executive Officer.
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31.2
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Certification
of principal Accounting Officer
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Ac of
1934t, the registrant has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized.
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SMITH-MIDLAND
CORPORATION
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Date:
October 16, 2008
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By:
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/s/
Rodney I. Smith
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Rodney
I. Smith, President
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(principal
executive officer)
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Date:
October 16, 2008
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By:
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/s/
Wesley A. Taylor
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Wesley
A. Taylor,
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(principal
financial officer)
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Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been
signed below by the following persons on behalf of the registrant in the
capacities and on the dates indicated.
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Name
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Capacity
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Date
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/s/
Rodney I. Smith
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Director
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October
16, 2008
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Rodney
I. Smith
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/s/
Wesley A. Taylor
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Director
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October
16, 2008
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Wesley
A. Taylor
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/s/
Ashley B. Smith
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Director
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October
16, 2008
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Ashley
B. Smith
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/s/
Andrew G. Kavounis
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Director
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October
16, 2008
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Andrew
G. Kavounis
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