SEC Comment Letter for NWPX Infrastructure, (NWPX) — Jul 19, 2007
NWPX Infrastructure, Inc.
Date: July 19, 2007 · CIK: 0001001385 · Accession: 0000000000-07-035043
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE July 19, 2007 Mr. John Murakami VP, CFO and Secretary Northwest Pipe Company 200 SW Market, Suite 1800 Portland, OR 97201
RE: Form 8-K Item 4.01 filed July 18, 2007 File #0-27140
Dear Mr. Murakami:
We have reviewed your filings and have the following comments. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explan ation. In some of our comments, we may ask you to provide us with supplemental informati on so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review pr ocess is to assist you in your compliance with the applicable disclosure requirements and to e nhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone number listed at the end of this letter.
1. Please provide us with a schedule of your fiscal year end fourth quarter adjustments to close the books, or adjustments recorded in connection with or as a result of the audit. Clearly explain the reason for each adjustment. For each adjustment, show us the impact on pre-tax net loss. Quantify the net effect of all adjustments on pre-tax net income (loss). Also, tell us why none of the adjustments relate to prior period. Explain in detail why you believe the timing of each adjustment is appropriate.
2. Provide us with any letter or written communication to and from the former accountants regarding any reportable events to management or the Audit Committee.
*****
John Murakami VP, CFO and Secretary July 19, 2007 Page 2 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
the company is responsible for the adequacy and accuracy of the disclosure in the filings; staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corpora tion Finance in our review of your filing or in response to our comments on your filing.
Please file your supplemental response via EDGAR in response to these comments within 5 business days of the date of this letter. Please note that if you require longer than 5 business days to respond, you should contact the staff immediately to request additional time. You may wish to provide us with marked copies of each amended filing to expedite our review. Direct any questions regarding the above to the undersigned at (202) 551-3866.
Sincerely,
Jeffrey Gordon
Staff Accountant
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
July 19, 2007
Mr. John Murakami
VP, CFO and Secretary
Northwest Pipe Company
200 SW Market, Suite 1800
Portland, OR 97201
RE: Form 8-K Item 4.01 filed July 18, 2007
File #0-27140
Dear Mr. Murakami:
We have reviewed your filings and have the following comments. Where indicated, we think
you should revise your documents in response to these comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explan ation. In some of our comments, we may ask
you to provide us with supplemental informati on so we may better understand your disclosure.
After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review pr ocess is to assist you in your compliance with
the applicable disclosure requirements and to e nhance the overall disclosure in your filing. We
look forward to working with you in these respects. We welcome any questions you may have
about our comments or on any other aspect of our review. Feel free to call us at the telephone
number listed at the end of this letter.
1. Please provide us with a schedule of your fiscal year end fourth quarter adjustments to close the books, or adjustments recorded in connection with or as a result of the audit. Clearly explain the reason for each adjustment. For each adjustment, show us the impact on pre-tax net loss. Quantify the net effect of all adjustments on pre-tax net income (loss). Also, tell us why none of the adjustments relate to prior period. Explain in detail why you believe the timing of each adjustment is appropriate.
2. Provide us with any letter or written communication to and from the former accountants regarding any reportable events to management or the Audit Committee.
*****
John Murakami
VP, CFO and Secretary
July 19, 2007 Page 2
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors
require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
the company is responsible for the adequacy and accuracy of the disclosure in the filings;
staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corpora tion Finance in our review of your filing or in
response to our comments on your filing.
Please file your supplemental response via EDGAR in response to these comments within 5 business days of the date of this letter. Please note that if you require longer than 5 business days to respond, you should contact the staff immediately to request additional time. You may wish to provide us with marked copies of each amended filing to expedite our review. Direct
any questions regarding the above to the undersigned at (202) 551-3866.
Sincerely,
Jeffrey Gordon
Staff Accountant