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    Northwest Pipe Company filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

    6/6/25 4:02:54 PM ET
    $NWPX
    Steel/Iron Ore
    Industrials
    Get the next $NWPX alert in real time by email
    nwpx20250603_8k.htm
    false 0001001385 0001001385 2025-06-03 2025-06-03
     
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     
    FORM 8-K
     
    CURRENT REPORT
    Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
     
    Date of Report (Date of earliest event reported): June 3, 2025
     
    NORTHWEST PIPE COMPANY
    (Exact name of registrant as specified in its charter)
     
    Oregon
    0-27140
    93-0557988
    (State or other jurisdiction of incorporation)
    (Commission File Number)
    (IRS Employer Identification No.)
     
    201 NE Park Plaza Drive, Suite 100
    Vancouver, WA 98684
    (Address of principal executive offices and Zip Code)
     
    Registrant’s telephone number, including area code: 360-397-6250
     
    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
     
    ☐
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
    ☐
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
    ☐
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
    ☐
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
     
    Securities registered pursuant to Section 12(b) of the Act:
     
    Title of each class
     
    Trading Symbol(s)
     
    Name of each exchange on which registered
    Common Stock, par value $0.01 per share
     
    NWPX
     
    Nasdaq Global Select Market
     
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
     
    Emerging growth company    ☐
     
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐
     
     

     
     
    Item 4.01
     
    CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
         
       
    On June 3, 2025, Northwest Pipe Company (the “Company”) was notified that Moss Adams LLP (“Moss Adams”), the Company’s independent registered public accounting firm, merged with Baker Tilly US, LLP effective June 3, 2025. The combined audit practices operate as Baker Tilly US, LLP (“Baker Tilly”). In connection with the notification of the merger, Moss Adams has resigned as the auditors of the Company and the Audit Committee of the Company’s Board of Directors approved the appointment of Baker Tilly, as the successor to Moss Adams, as the Company’s independent registered public accounting firm.
         
       
    The audit reports of Moss Adams on the Company’s consolidated financial statements for the years ended December 31, 2024 and 2023, and internal control over financial reporting as of December 31, 2024, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
         
       
    During the years ended December 31, 2024 and 2023, and the subsequent interim period through June 3, 2025, there were no (a) disagreements with Moss Adams on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Moss Adams’ satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the Company’s financial statements, or (b) reportable events requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S‑K.
         
       
    During the years ended December 31, 2024 and 2023, and the subsequent interim period through the date of this Current Report on Form 8‑K, neither the Company, nor anyone on its behalf, consulted with Baker Tilly regarding: (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S‑K and the related instructions to that item, or a “reportable event,” as described in Item 304(a)(1)(v) of Regulation S‑K.
         
       
    The Company provided Moss Adams with a copy of this Current Report on Form 8‑K prior to its filing with the Securities and Exchange Commission (the “Commission”) and requested that Moss Adams furnish the Company with a letter addressed to the Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of Moss Adams’ letter to the Commission, dated June 3, 2025, is filed as Exhibit 16.1 to this Form 8‑K and is incorporated herein by reference.
         
    Item 9.01.
     
    FINANCIAL STATEMENTS AND EXHIBITS
         
    (d)
     
    Exhibits
         
       
    16.1 Letter from Moss Adams LLP to the Securities and Exchange Commission dated June 3, 2025
         
       
    104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
     
     

     
     
    SIGNATURE
     
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on June 6, 2025.
     
     
    NORTHWEST PIPE COMPANY
     
    (Registrant)
         
     
    By
    /s/ Aaron Wilkins
       
    Aaron Wilkins,
       
    Senior Vice President, Chief Financial Officer, and Corporate Secretary
     
     
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