8-K

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): July 23, 2003

NORTHWEST PIPE COMPANY

(Exact name of registrant as specified in its charter)

OREGON (State or other jurisdiction of incorporation) 0-27140 (Commission File Number) 93-0557988 (I.R.S. Employer Identification No.)

200 SW Market

Portland, Oregon 97201

(503) 946-1200

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Item 7.    FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

99.1 Press Release issued by Northwest Pipe Company on July 23, 2003.

Item 9.     REGULATION FD DISCLOSURE

In accordance with SEC Release No. 33-8216, the following information is furnished pursuant to Item 12, “Results of Operations and Financial Condition.”

On July 23, 2003, Northwest Pipe Company issued a press release announcing its financial results for the quarter ended June 30, 2003. The press release is furnished herewith as Exhibit 99.1 and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

SIGNATURES

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 thereunto duly authorized on July 23, 2003.

NORTHWEST PIPE COMPANY

(Registrant)

By: \s\ Brian W. Dunham                                                         

        Brian W. Dunham, President

2

EX-99.1

Exhibit 99.1

EARNINGS RELEASE 2^ND QUARTER 2003

NORTHWEST PIPE REPORTS SECOND QUARTER RESULTS

Portland, Oregon, July 23, 2003 … Northwest Pipe Company (NASDAQ: NWPX) today reported its results for the second quarter of 2003. Sales were $61.5 million compared to $64.4 million in the second quarter of 2002. Net income was $0.4 million, or $0.06 per diluted share for the second quarter of 2003, compared to $2.1 million or $0.31 per diluted share for the same quarter last year.

Sales in the Water Transmission Group were $36.7 million in the second quarter of 2003 compared to $39.9 million for the second quarter last year. The gross profit for this Group was $7.4 million, or 20.3% of sales for the second quarter of 2003, compared to $8.4 million, or 21.1% of sales last year.

The Water Transmission Group’s volume for the second quarter of 2003 was down slightly compared to last year, but improved over the first quarter of 2003 results. “We saw the benefits from the improved backlog at the end of the first quarter of 2003 begin to favorably impact our results in June,” noted Brian Dunham, chief executive officer. Backlog continued to improve in the second quarter, increasing to $81.5 million. The improved backlog and scheduled bidding activity should lead to increased volume in the third quarter. “If bidding activity continues at its expected pace, our backlog should increase again during the third quarter and our Water Transmission volume should be much higher in the second half of the year than it was in the first half,” said Dunham.

The Tubular Products Group’s sales were $24.8 million in the second quarter of 2003 compared to $24.4 million reported for the second quarter last year. The Tubular Products Group’s sales also improved over the first quarter of 2003. Gross profit was $0.4 million in the second quarter of 2003 compared to $2.1 million in the second quarter of 2002. “While gross profit was down significantly from the same period last year, it increased from our first quarter results as expected,” Dunham reported. “The combination of a modest improvement in demand and lower priced steel resulted in the Group turning a loss of $932,000 in the first quarter of 2003 into a gross profit of $383,000 in the second quarter of 2003. Looking ahead, we expect small improvements in market activity and further reductions in steel costs. This should result in an increase in our margins over the next two quarters,” concluded Dunham.

Northwest Pipe Company manufactures welded steel pipe in two business segments. Its Water Transmission Group is a leading supplier of large diameter, high-pressure steel pipe

products that are used primarily for water transmission in the United States and Canada. Its Tubular Products Group manufactures smaller diameter steel pipe for a wide range of construction, agricultural, energy, industrial and mechanical applications. The Company is headquartered in Portland, Oregon and operates eleven manufacturing facilities across the United States and Mexico.

Statements in this press release other than statements of historical fact 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, should, 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 project delays, 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: Brian Dunham

Chief Executive Officer

503 382 2332

NORTHWEST PIPE COMPANY

STATEMENTS OF OPERATIONS

(Dollar and share amounts in thousands, except per share amounts)

	Three Months Ended June 30				Six Months Ended June 30
	2003		2002		2003			2002
Net Sales:
Water Transmission	$	36,713	$	39,945	$	71,971		$	83,269
Tubular Products		24,816		24,425		47,218			45,379
Net Sales		61,529		64,370		119,189			128,648
Cost of Sales:
Water Transmission		29,276		31,517		57,068			66,074
Tubular Products		24,433		22,328		47,767			41,867
Total Cost of Sales		53,709		53,845		104,835			107,941
Gross Profit (Loss):
Water Transmission		7,437		8,428		14,903			17,195
Tubular Products		383		2,097		(549	)		3,512
Gross Profit		7,820		10,525		14,354			20,707
Selling, General and Administrative		5,818		5,851		11,558			11,550
Operating Income		2,002		4,674		2,796			9,157
Interest Expense		1,283		1,223		2,600			2,666
Income Before Income Taxes		719		3,451		196			6,491
Provision for Income Taxes		282		1,363		77			2,564
Net Income	$	437	$	2,088	$	119		$	3,927
Basic Earnings per Share		$0.07		$0.32		$0.02			$0.60
Diluted Earnings per Share		$0.06		$0.31		$0.02			$0.58
Shares Used in Per Share Calculation:
Basic		6,549		6,545		6,549			6,535
Diluted		6,649		6,780		6,655			6,748