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<SEC-DOCUMENT>0001127264-01-500033.txt : 20010522
<SEC-HEADER>0001127264-01-500033.hdr.sgml : 20010522
ACCESSION NUMBER:		0001127264-01-500033
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010331
FILED AS OF DATE:		20010521

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SMITH MIDLAND CORP
		CENTRAL INDEX KEY:			0000924719
		STANDARD INDUSTRIAL CLASSIFICATION:	CONCRETE PRODUCTS, EXCEPT BLOCK & BRICK [3272]
		IRS NUMBER:				541727060
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		
		SEC FILE NUMBER:	001-13752
		FILM NUMBER:		1644577

	BUSINESS ADDRESS:	
		STREET 1:		ROUTE 28
		STREET 2:		P O BOX 300
		CITY:			MIDLAND
		STATE:			VA
		ZIP:			22728
		BUSINESS PHONE:		5404393266

	MAIL ADDRESS:	
		STREET 1:		P.O. BOX 300
		STREET 2:		P.O. BOX 300
		CITY:			MIDLAND
		STATE:			VA
		ZIP:			22728
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>smithmidq.txt
<DESCRIPTION>FIRST QUARTER REPORT
<TEXT>


                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


               Quarterly Report Filed Under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



For the quarterly period ended                            Commission File Number
       March  31, 2001                                             1-13752
- ---------------------------------                          --------------------



                            SMITH-MIDLAND CORPORATION
                             (Name of Small Business
                       Issuer As Specified In Its Charter)



           Delaware                                             54-1727060
- -------------------------------                                 ----------
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)

                 Route 28, P.O. Box 300, Midland, Virginia 22728
                    (Address of Principal Executive Offices)


                                 (540) 439-3266
                (Issuer's Telephone Number, Including Area Code)



         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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
                      ------                       ------


         As of May 21, 2001,  the Company had  outstanding  3,050,798  shares of
Common Stock, $.01 par value per share.



<PAGE>
                            SMITH-MIDLAND CORPORATION
                                      INDEX

PART I.  FINANCIAL INFORMATION                                       PAGE NUMBER
                                                                     -----------

         Item 1. Financial Statements

                    Consolidated Balance Sheets;                             1
                    March 31, 2001 (Unaudited);
                    and December 31, 2000 (Audited)

                    Consolidated Statements of Operations                    2
                    (Unaudited); Three months ended
                    March 31, 2001  and 2000

                    Consolidated Statements of Cash Flows                    3
                    (Unaudited); Three months ended
                    March 31, 2001 and 2000

                    Notes to Consolidated Financial Statements (Unaudited)   4

         Item 2. Management's Discussion and Analysis or Plan of Operation   7


PART II.  OTHER INFORMATION

         Item 1. Legal Proceedings                                          10

         Item 2. Changes in Securities and Use of Proceeds                  10

         Item 3. Defaults Upon Senior Securities                            10

         Item 4. Submission of Matters to a Vote of Security Holders        10

         Item 5. Other Information                                          10

         Item 6. Exhibits and Reports on Form 8-K                           10

         Signatures                                                         11


<PAGE>
<TABLE>
                                 PART I - Financial Information
Item 1.  Financial Statements

                           SMITH-MIDLAND CORPORATION AND SUBSIDIARIES
                                  Consolidated Balance Sheets
                                          (Unaudited)
<CAPTION>
                                                                March 31,          December 31,
         Assets                                                    2001                2000
         ------                                                ------------        -----------
<S>                                                            <C>                 <C>
Current assets:
   Cash and cash equivalents                                   $    404,360        $   218,264
   Accounts receivable:
     Trade - billed, less allowances for doubtful
       accounts of $269,042 and $258,542.                         3,518,092          4,122,118
     Trade - unbilled                                               107,399              2,405
   Inventories:
     Raw materials                                                  664,034            576,995
     Finished goods                                               1,495,048          1,475,383
   Prepaid expenses and other assets                                109,908             62,811
                                                                -----------        -----------
Total current assets                                              6,298,841          6,457,976
                                                                -----------        -----------

Property and equipment, net                                       2,680,030          2,684,918
                                                                -----------        -----------

Other assets:
   Note receivable, officer                                         630,700            630,700
   Claims and accounts receivable                                   960,254            960,254
   Other                                                            301,913            309,374
                                                                -----------        -----------
         Total other assets                                       1,892,867          1,900,328
                                                                -----------        -----------
       Total Assets                                             $10,871,737        $11,043,222
                                                                ===========        ===========

         Liabilities and Stockholders' Equity
         ------------------------------------
Current liabilities:
   Current maturities of notes payable                          $   527,940        $   524,305
   Accounts payable -- trade                                      2,160,354          2,482,238
   Accrued expenses and other liabilities                           415,393            347,674
   Customer deposits                                                396,816            416,816
                                                                -----------        -----------
     Total current liabilities                                    3,500,503          3,771,033
Reserves for contract losses                                      1,064,845            995,845
Notes payable -- less current maturities                          4,282,493          4,281,528
Notes payable -- related parties                                     87,188             87,188
                                                                -----------        -----------
     Total Liabilities                                            8,935,029          9,135,594
                                                                -----------        -----------

Stockholders' equity:
   Preferred stock, $.01 par value, authorized
     1,000,000 shares, none outstanding                                  --                 --
   Common stock, $.01 par value, authorized 8,000,000
     shares, issued and outstanding 3,050,798                        30,917             30,917
   Additional capital                                             3,453,222          3,453,222
   Treasury Stock                                                  (102,300)          (102,300)
    Retained earnings (deficit)                                  (1,445,131)        (1,474,211)
                                                                -----------        -----------
     Total Stockholders' Equity                                   1,936.708          1,907,628
       Total Liabilities and Stockholders'  Equity              $10,871,737        $11,043,222
                                                                ===========        ===========


    The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                               1
<PAGE>
<TABLE>
                   SMITH-MIDLAND CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Operations
                                   (Unaudited)
<CAPTION>
                                                       Three Months Ended
                                                             March 31,
                                                      2001              2000
                                                   ----------        ----------

<S>                                                <C>               <C>
Revenue                                            $4,758,528        $2,474,448

Cost of goods sold                                  4,031,848         1,913,637
                                                   ----------        ----------

Gross profit                                          726,680           560,811
                                                   ----------        ----------

Operating expenses:
     General and administrative expenses              630,573           602,094
     Selling expenses                                 130,934            97,037
                                                   ----------        ----------

     Total operating expenses                         761,507           699,131
                                                   ----------        ----------

Operating income (loss)                              ( 34,827)         (138,320)
                                                   ----------        ----------

Other income (expense):
     Royalties                                        166,988            79,888
     Interest expense                                (134,253)         (136,125)
     Interest income                                   12,373            14,153
     Other                                             18,799            30,998
                                                   ----------        ----------


         Total other income (expense)                  63,907           (11,086)
                                                   ----------        ----------

Income (loss) before income taxes                      29,080          (149,406)
Income tax expense                                         --                --
                                                   ----------        ----------

         Net income                                $   29,080        $ (149,406)
                                                   ==========        ==========

Basic and diluted income per share                 $      .01        $     (.05)
                                                   ==========        ==========

Weighted average common shares outstanding          3,050,798         3,050,798
                                                   ==========        ==========

        The accompanying notes are an integral part of these consolidated
                              financial statements.

</TABLE>

                                       2

<PAGE>
<TABLE>
                                   SMITH-MIDLAND CORPORATION AND SUBSIDIARIES
                                      Consolidated Statements of Cash Flows
                                                   (Unaudited)
<CAPTION>
                                                                                      Three Months Ended
                                                                                           March 31,
                                                                                     2001               2000
                                                                                 ------------       -----------
<S>                                                                              <C>                <C>
Cash flows from operating activities:
     Cash received from customers                                                $  5,404,548       $ 2,798,106
     Cash paid to suppliers and employees                                          (5,030,428)       (2,756,188)
     Interest paid                                                                   (134,252)         (136,125)
     Other                                                                             31,172            45,151
                                                                                 ------------       -----------
       Net cash (absorbed) by operating activities                                    271,040           (49,056)
                                                                                 ------------       -----------

Cash flows from investing activities:
     Purchases of property and equipment                                              (89,545)          (78,297)
     (Increase) decrease in officer note receivable                                        --                --
                                                                                 ------------       -----------
       Net cash absorbed by investing activities                                      (89,545)          (78,297)
                                                                                 ------------       -----------

Cash flows from financing activities:
     Proceeds from bank borrowings                                                     48,404           515,211
     Repayments of borrowings - related party                                              --            (2,343)
     Repayments of bank borrowings                                                    (43,803)          (44,263)
     Proceeds from issuance of common stock, net                                           --             3,590
                                                                                 ------------       -----------
       Net cash provided by financing activities                                        4,601           472,195
                                                                                 ------------       -----------

Net increase (decrease) in cash and cash equivalents                                  186,096           344,842

Cash and cash equivalents at beginning of period                                      218,264           374,190
                                                                                 ------------       -----------

Cash and cash equivalents at end of period                                       $    404,360       $   719,032
                                                                                 ============       ===========

Reconciliation of net income (loss) to net cash provided
          (absorbed) by operating activities:

Net income (loss)                                                                $     29,080       $  (149,406)
Adjustments to reconcile net income (loss) to net cash
     provided  (absorbed) by operating activities:
       Depreciation and amortization                                                   94,433            91,017
       Decrease (increase) in other assets                                              7,461             3,500
       Decrease (increase) in:
         Accounts receivable - billed                                                 604,026           113,846
         Accounts receivable - unbilled                                              (104,994)           91,722
         Inventories                                                                 (106,704)          (40,890)
         Prepaid expenses and other assets                                            (47,097)          (10,479)
       Increase (decrease) in:
         Accounts payable - trade                                                    (321,884)         (248,649)
         Accrued expenses and other liabilities                                       136,719            62,081
         Customer deposits                                                            (20,000)           38,202
                                                                                 ------------       -----------
Net cash provided (absorbed) by operating activities                             $    271,040       $   (49,056)
                                                                                 ============       ===========


             The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>
                                                       3
<PAGE>
                   SMITH-MIDLAND CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

                                 March 31, 2001

Basis of Presentation

     As permitted by the rules of the  Securities and Exchange  Commission  (the
"Commission")  applicable to quarterly  reports on Form 10-QSB,  these notes are
condensed  and do not contain all  disclosures  required by  generally  accepted
accounting  principles.  Reference should be made to the consolidated  financial
statements and related notes included in the Smith-Midland  Corporation's Annual
Report on Form 10-KSB for the year ended December 31, 2000.

     In the opinion of management of Smith-Midland  Corporation (the "Company"),
the accompanying  financial  statements  reflect all adjustments which were of a
normal  recurring  nature  necessary  for a fair  presentation  of the Company's
results of operations for the three-month periods ended March 31, 2001 and 2000.

     The results disclosed in the consolidated  statements of operations are not
necessarily indicative of the results to be expected for any future periods.

Principles of Consolidation

     The Company's  accompanying  consolidated  financial statements include the
accounts of Smith-Midland  Corporation,  a Delaware corporation,  and its wholly
owned subsidiaries:  Smith-Midland Corporation, a Virginia corporation; Easi-Set
Industries,  Inc., a Virginia corporation;  Smith-Carolina  Corporation, a North
Carolina corporation; Concrete Safety Systems, Inc., a Virginia corporation; and
Midland  Advertising & Design,  Inc., a Virginia  corporation.  All  significant
inter-company accounts and transactions have been eliminated in consolidation.

Reclassifications

       Certain reclassifications have been made to the prior years' consolidated
financial statements to conform to the 2001 presentation.

Inventories

     Inventories are stated at the lower of cost, using the first-in,  first-out
(FIFO) method, or market.

                                       4
<PAGE>

Property and Equipment

     Property and equipment, net is stated at depreciated cost. Expenditures for
ordinary  maintenance  and repairs are charged to income as  incurred.  Costs of
betterments,  renewals,  and major  replacements  are  capitalized.  At the time
properties are retired or otherwise  disposed of, the related cost and allowance
for  depreciation  are  eliminated  from  the  accounts  and any gain or loss on
disposition is reflected in income.

Depreciation  is computed  using the  straight-line  method  over the  following
estimated useful lives:

                                                                     Years
                                                                     -----

       Buildings...................................................  10-33
       Trucks and automotive equipment.............................   3-10
       Shop machinery and equipment................................   3-10
       Land improvements...........................................  10-30
       Office equipment............................................   3-10


Income Taxes

     The  provision  for  income  taxes  is based on  earnings  reported  in the
financial statements.  A deferred income tax asset or liability is determined by
applying  currently  enacted tax laws and rates to the expected  reversal of the
cumulative  temporary  differences  between  the  carrying  value of assets  and
liabilities for financial statement and income tax purposes. Deferred income tax
expense is measured by the change in the deferred  income tax asset or liability
during the year.

     No  provision  for income taxes has been made for the  three-month  periods
ended March 31, 2001 and 2000 as the Company does not expect to incur income tax
expense for fiscal year 2001 and did not incur income tax expense in fiscal year
2000.

Revenue Recognition

     The  Company  primarily  recognizes  revenue  on the  sale of its  standard
precast concrete  products at shipment date,  including revenue derived from any
projects to be completed under short-term  contracts.  Installation services for
precast  concrete  products,  leasing and royalties are recognized as revenue as
they are earned on an accrual basis.  Licensing  fees are  recognized  under the
accrual  method  unless  collectibility  is in doubt,  in which event revenue is
recognized as cash is received.  Certain  sales of soundwall  and  SlenderwallTM
concrete products are recognized upon completion of production and customer site
inspections. Provisions for estimated losses on contracts are made in the period
in which such losses are determined.

                                       5
<PAGE>

Estimates

     The preparation of these financial  statements  requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses. Actual results could differ from those estimates.

Net Income (Loss) Per Share

     Basic income per share is computed by dividing  income  available to common
stockholders by the weighted average number of common shares outstanding for the
period.  Diluted  income per share  reflects the  potential  dilutive  effect of
securities that could share in earnings of an entity.  At March 31, 2001,  there
was no material dilutive effect on income per share.



                                       6
<PAGE>

Item 2.    Management's Discussion and Analysis or Plan of Operation


General

     The Company generates revenues primarily from the sale, licensing, leasing,
shipping and  installation of precast  concrete  products for the  construction,
utility and farming  industries.  The Company's  operating strategy has involved
producing  innovative  and  proprietary  products,  including  SlenderwallTM,  a
patented,  lightweight,  energy efficient concrete and steel exterior wall panel
for  use in  building  construction;  J-J  HooksTM  Highway  Safety  Barrier,  a
patented,  positive-connected  highway  safety  barrier;  Sierra  Wall,  a sound
barrier primarily for roadside use; and  transportable  concrete  buildings.  In
addition,   the  Company  produces   utility  vaults,   farm  products  such  as
cattleguards  and water and feed  troughs,  and custom  order  precast  concrete
products with various architectural surfaces.

In 1998,  the  Company  began work on a contract to  renovate  the Bradley  Hall
building at Rutgers University (the "Bradley Hall project"). This project, which
was completed in October 1999, involved the design, production, and installation
of Slenderwall panels by the Company.  While executing the Bradley Hall project,
the original  structure was found to be not  structurally  sufficient to support
the installation of the Slenderwall panels as originally designed.  This lead to
cost overruns relating to re-design of the panels, production of the panels with
additional steel and reinforcing,  and installation costs.  Management estimates
that the cost  overruns to the Company  for the project are  approximately  $1.6
million  and  estimates  that the total loss on the job before  recovery  on any
claims by the Company is approximately  $1.45 million,  which has been booked in
its entirety as of December  31, 1999.  In 1999,  the general  contractor  filed
claims on the Company's  behalf in the amount of $1.1  million.  As of March 31,
2001 $497,000 of the contract  claim has been  included in accounts  receivable.
The Company is currently  involved in litigation over this matter, and there can
be no assurance that the loss will not exceed the $1.45 million estimate or that
the Company will be able to collect any of its claim. The Company believes that,
based on the specific  facts and  circumstances  and prior  experience in claims
settlement, it will ultimately collect the recorded claim receivable.

     This Form 10-QSB contains  forward-looking  statements  which involve risks
and  uncertainties.  The Company's actual results may differ  significantly from
the results discussed in the forward-looking  statements and the results for the
three months ended March 31, 2001 are not necessarily  indicative of the results
for the Company's operations for the year ending December 31, 2001. Factors that
might cause such a difference  include,  but are not limited to, product demand,
the impact of competitive products and pricing,  capacity and supply constraints
or  difficulties,  general business and economic  conditions,  the effect of the
Company's  accounting  policies and other risks detailed in the Company's Annual
Report on Form  10-KSB  and  other  filings  with the  Securities  and  Exchange
Commission.


                                       7
<PAGE>
Results of Operations

     Three months ended March 31, 2001  compared to the three months ended March
31, 2000

     For the three months ended March 31, 2001, the Company had total revenue of
$4,758,528  compared to total revenue of  $2,474,448  for the three months ended
March 31, 2000,  an increase of  $2,284,080  or 92%.  Total  product  sales were
$4,174,287  for the three months ended March 31, 2001 compared to $2,211,166 for
the same  period  in 2000,  an  increase  of  $1,963,121  or 89%.  Shipping  and
installation  revenue was $584,241 for the three months ended March 31, 2001 and
$263,282  for the same period in 2000,  an increase of  $320,959,  or 122%.  The
increase in revenue for the period  ending  March 31, 2001 was  attributable  to
strong  demand in the  Company's  primary  markets  with  increased  sales being
registered in almost all product categories.

     Total  cost of goods sold for the three  months  ended  March 31,  2001 was
$4,031,848,  an increase of  $2,118,211,  or 111% from  $1,913,637 for the three
months ended March 31, 2000.  The increase was a result of the increased  volume
combined  with an increase in the average  cost of products  sold in the period.
Total cost of goods sold, as a percentage of total revenue, increased to 85% for
the three months ended March 31, 2001, from 77% for the three months ended March
31, 2000.  The cost of products  sold averaged 77% in the first quarter of 2001,
which  included  an  addition  to the  reserve  for  contract  losses of $69,000
compared  to 73% in the  first  quarter  of  2000,  which  did not  include  any
additional  loss  reserves.  The  cost of  shipping  and  installation  services
however,  exceeded  shipping  and  installation  revenue  in the 2001  period by
$220,869  due  primarily  to higher  costs on  SlenderwallTM  and  architectural
project installations.

     For the three  months  ended  March 31,  2001,  the  Company's  general and
administrative  expenses  increased  $28,479,  or 5%, to $630,573  from $602,094
during the same period in 2000.  The majority of the increase was  attributed to
higher salary expenses in the quarter ending March 31, 2001.

     Sales and  marketing  expenses  for the three  months  ended March 31, 2001
increased  $33,897 to $130,934 from $97,037 for the three months ended March 31,
2000 an increase of 35%,  primarily  as a result of  increases  in salaries  and
sales commissions due to the higher volumes and slightly higher expenditures for
advertising.

     The Company's  operating loss for the three months ended March 31, 2001 was
$(34,827),  compared to an  operating  loss of  $(138,320)  for the three months
ended March 31,  2000,  a decrease of $103,493. The  improved  operating  income
resulted  from a 30%  increase  in gross  profit  reduced  by a 9%  increase  in
operating expenses.

     Royalty income totaled  $166,988 for the three months ended March 31, 2001,
compared to $79,888 for the same three months in 2000.  The increase of $87,100,
or 109%,  was due to a higher volume of product sales by licensees and increased
sign-up fees from new licensees.

       Interest  expense was $134,252 for the three months ended March 31, 2001,
compared to $136,125 for the three months ended March 31, 2000.  The decrease of
$1,873,  or 1%, was due to slightly lower levels of average debt  outstanding in
the quarter  ending March 31, 2001 compared to the quarter ending March 31, 2000
and slightly lower average interest rates in the current quarter.

     The net  income was  $29,080  for the three  months  ended  March 31,  2001
compared to a net loss of $149,406  for the same period in 2000.  Net income per
share for the 2001 three month  period was $0.01  compared to net loss per share
of $0.05 for the three months ended March 31, 2000.

                                       8
<PAGE>

Liquidity and Capital Resources

     The  Company  generally  finances  its  capital   expenditures,   operating
 requirements  and growth  with  proceeds  from  operations,  and bank and other
 borrowings.  The Company had $4,897,621 of  indebtedness  at March 31, 2001, of
 which $527,940 was scheduled to mature within twelve months.

     In June 1998, the Company  successfully  restructured  substantially all of
its debt  into one  $4,000,000  note  with  First  International  Bank  ("FIB"),
formerly  the First  National  Bank of New England,  headquartered  in Hartford,
Connecticut.  The  Company  closed on this loan on June 25,  1998.  The  Company
obtained a twenty three year term on this note at 1.5% above  prime,  secured by
equipment  and  real  estate.  The term of the note  dramatically  improved  the
Company's current debt ratio and debt service. The loan is guaranteed in part by
the U.S.  Department of Agriculture  Rural  Business-Cooperative  Service's loan
guarantee.  Under the terms of the note,  the Company's  unfinanced  fixed asset
expenditures  are  limited  to  $300,000  per year for a five  year  period.  In
addition, FIB will permit chattel mortgages on purchased equipment not to exceed
$200,000  on an  annual  basis so long as the  Company  is not in  default.  The
Company  was also  granted a  $500,000  operating  line of  credit by FIB.  This
commercial  revolving promissory note, which carries a variable interest rate of
1% above prime matures in May 2001 however,  the Company has agreed with the FIB
to extend the line of credit upon its maturity  date. On December 20, 1999,  the
Company  secured an additional  term loan of $500,000 from FIB. The term loan is
payable in monthly  installments over a five year period and carries an interest
rate of 1.75% above prime.

     Capital spending  increased  slightly to $89,545 in the quarter ended March
31, 2001 from $78,297 in the comparable period of the prior year, mainly because
of routine  equipment  replacements.  Planned capital  expenditures for 2001 are
limited as stated above by the FIB loan  agreement.  No other  significant  cash
commitments for capital expenditures are planned in 2001.

     As a result of the  Company's  substantial  debt  burden,  the  Company  is
especially  sensitive to changes in the prevailing interest rates.  Fluctuations
in such interest rates may materially and adversely affect the Company's ability
to finance its operations either by increasing the Company's cost to service its
current  debt,  or by creating a more  burdensome  refinancing  environment,  if
interest rates should increase.

     The Company's cash flow from operations is affected by production schedules
set by contractors,  which generally provide for payment 45 to 75 days after the
products are produced.  This payment schedule has resulted in liquidity problems
for the Company  because it must bear the cost of  production  for its  products
long  before it receives  payment.  In the event cash flow from  operations  and
existing credit facilities are not adequate to support  operations,  the Company
is currently investigating  alternative sources of both short-term and long-term
financing, for which there can be no assurance of obtaining.

Other Comments

       The Company services the construction  industry primarily in areas of the
United States where construction activity is inhibited by adverse weather during
the winter. As a result, the Company traditionally  experiences reduced revenues
from December  through March and realizes the  substantial  part of its revenues
during the other months of the year.  The Company  typically  experiences  lower
profits,  or losses,  during the winter months, and must have sufficient working
capital to fund its operations at a reduced level until the spring  construction
season.

     Management believes that the Company's  operations have not been materially
affected by inflation.


                                       9
<PAGE>
                           PART II - Other Information


Item 1.  Legal Proceedings.  Reference is made to Item 3 of the Company's Annual
         ------------------
         Report  on Form  10-KSB  for the  year  ended  December  31,  2000  for
         information as to reported legal proceedings.


Item 2.  Changes in Securities and Use of Proceeds.  None
         ------------------------------------------


Item 3.  Defaults Upon Senior Securities.  None
         -------------------------------


Item 4.  Submission of Matters to a Vote of Security Holders.   None
         ---------------------------------------------------


Item 5.  Other Information.  None.
         -----------------


Item 6.  Exhibits and Reports on Form 8-K. None.
         --------------------------------


                                       10
<PAGE>
                                   SIGNATURES


     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                            SMITH-MIDLAND CORPORATION




Date: May 21, 2001                       By: /s/ Rodney I. Smith
                                         -------------------------------------
                                         Rodney I. Smith
                                         Chairman of the Board,
                                         Chief Executive Officer and President
                                         (principal executive officer)


Date: May 21, 2001                       By: /s/ Robert E. Albrecht, Jr.
                                         -------------------------------------
                                         Robert E. Albrecht, Jr.
                                         Chief Financial Officer
                                         (principal financial and
                                         accounting officer)



                                       11
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