Northwest Pipe Receives Delisting Notice From Nasdaq Due to Delay in Filing Periodic Reports; Intends to File Appeal With Hearin
May 17 2010 - 5:34PM
Marketwired
Northwest Pipe Company (NASDAQ: NWPX) today announced that on May
11, 2010, the Company received a staff determination letter from
The Nasdaq Stock Market ("Nasdaq") stating that, because the
Company did not file its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2009 and its Annual Report on Form 10-K
for the year ended December 31, 2009 on or before May 10, 2010, the
expiration date of the exception previously granted by the Nasdaq
staff to Nasdaq Listing Rule 5250(c)(1), unless the Company
requests an appeal of the Nasdaq staff's determination as described
below, trading of the Company's common stock will be suspended from
The Nasdaq Global Select Market at the opening of business on May
20, 2010, and a Form 25-NSE will be filed with the Securities
Exchange Commission, which would remove the Company's securities
from listing and registration on the Nasdaq. The Nasdaq staff also
stated in its May 11, 2010 letter that the Company's inability to
timely file its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2010 was an additional basis for delisting the Company's
securities from the Nasdaq.
In light of the ongoing internal investigation of certain
accounting matters, including certain revenue recognition
practices, being conducted by the Audit Committee of the Board of
Directors with the assistance of independent professionals and as
previously disclosed, the Company was unable to timely file its
Quarterly Report on Form 10-Q for the quarter ended September 30,
2009 or its Annual Report on Form 10-K for the year ended December
31, 2009. Due to the ongoing internal investigation and as also
previously disclosed, the Company also was unable to timely file
its Quarterly Report on Form 10-Q for the quarter ended March 31,
2010.
Under the Nasdaq Listing Rules, the Company may appeal the
Nasdaq staff's determination to a Hearings Panel, which has the
authority to grant an exception to the Nasdaq Listing Rules for a
period not to exceed 180 days from the Nasdaq staff's May 11, 2010
delisting determination. Hearings are typically scheduled to occur
approximately 30-45 days after the date of the hearing request. A
request for a hearing regarding a delinquent filing will
automatically stay the suspension of the Company's securities for a
period of 15 days from the deadline to request a hearing. Under the
Nasdaq Listing Rules, when the Company requests a hearing, it may
also request a stay of the suspension, pending the hearing. The
Hearings Panel will review the request for an extended stay and
notify the Company of its conclusion as soon as practicable but in
no event later than 15 days following the deadline to request a
hearing. In the event the Hearings Panel determines not to grant
the Company's request for an extended stay, the Company's
securities will be immediately suspended upon the expiration of the
initial 15-day stay and will remain suspended unless the Hearings
Panel decision issued after the hearing determines to reinstate the
securities.
The Company has seven days, or until May 18, 2010, to request a
hearing and an extended stay, which the Company intends to do by
such deadline. The Company cannot provide any assurances that the
Hearings Panel will grant its request for an extended stay of the
suspension of trading in the Company's common stock or provide the
Company with additional time to file the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2009, its Annual
Report on Form 10-K for the year ended December 31, 2009 and its
Quarterly Report on Form 10-Q for the quarter ended March 31,
2010.
About Northwest Pipe Company
Northwest Pipe Company manufactures welded steel pipe and other
products in two business groups. Its Water Transmission Group is
the leading supplier of large diameter, high-pressure steel pipe
products that are used primarily for water infrastructure in North
America. Its Tubular Products Group manufactures smaller diameter
steel pipe for a wide range of applications including construction,
agricultural, energy, traffic and other commercial and industrial
uses. The Company is headquartered in Vancouver, Washington and has
manufacturing operations in the United States, Mexico, and
Indonesia.
Forward-Looking Statements
This press release includes statements, including statements
regarding the Company's intention to file an appeal with the
Hearings Panel to extend the time period for filing its delinquent
SEC reports and to request an extended stay of the suspension in
trading of the Company's common stock on Nasdaq, that are
"forward-looking" statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as expects,
anticipates, intends, plans, believes, sees, estimates and
variations of such words and similar expressions are intended to
identify such forward-looking statements. Such statements reflect
management's current views and estimates of future economic and
market circumstances, industry conditions, Company performance and
financial results. Actual results could vary materially from the
description contained herein due to many factors, including the
Hearing Panel's decisions, the outcome of the Audit Committee's
investigation, including any changes or adjustments to the
Company's previously reported financial results or changes in the
Company's accounting policies or practices resulting from the
investigation of accounting practices being conducted by the
Company's Audit Committee, the risks related to the continuation of
the Company's inability to file required reports with the
Securities and Exchange Commission, continued poor or further
weakened domestic or international economic conditions, risks
related to project delays, risks related to changes in bidding
activity, market demand, operating efficiencies, availability and
price of raw materials, availability and market acceptance of new
products, product pricing, competitive environment, and other risks
described from time to time in the Company's reports to the
Securities and Exchange Commission. The forward-looking statements
we make today speak only as of today and we do not undertake any
obligation to update any such statements to reflect events or
circumstances occurring after today.
CONTACT: Stephanie Welty Chief Financial Officer
360-397-6323
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