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): October 26, 2005

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)	(I.R.S. Employer Identification No.)

200 SW Market, Suite 1800

Portland, Oregon 97201

(503) 946-1200

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

area code, of registrant’s principal executive offices)

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))

Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 26, 2005, Northwest Pipe Company (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2005. The press release contains forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

The press release issued October 26, 2005 is furnished herewith as Exhibit No. 99.1 to this Report, and shall not be deemed filed for purposes of Section 18 of the Exchange Act.

Item 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

99.1        Press Release issued by Northwest Pipe Company dated October 26, 2005

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 thereunto duly authorized on October 26, 2005.

NORTHWEST PIPE COMPANY
(Registrant)
By	/s/ Brian W. Dunham
	Brian W. Dunham, President

-2-

EX-99.1

Exhibit 99.1

EARNINGS RELEASE October 26, 2005

NORTHWEST PIPE REPORTS

THIRD QUARTER RESULTS

Portland, Oregon, October 26, 2005…Northwest Pipe Company (NASDAQ: NWPX) today reported its results for the third quarter of 2005. Sales were a record $86.8 million compared to $75.3 million in the third quarter of 2004. The Company reported quarterly net income of $4.0 million, or $0.56 per diluted share, compared to $3.9 million, or $0.58 per diluted share, in the third quarter of 2004. Sales reached a new high in spite of some storm-related issues that resulted in the temporary shutdown of the Company’s Texas and Louisiana facilities and some disruption in raw material deliveries. Earnings were positively impacted by a change in the Company’s effective tax rate due to federal and state legislative changes during the quarter. These changes will result in an expected effective tax rate of approximately 36.0% for the year.

Beginning this quarter, the Company will report financial results for the Fabricated Products Group independently. This Group manufactures propane tanks and other fabricated metal parts in its Monterrey, Mexico facility. This Group was previously reported as part of the Tubular Products Group.

Water Transmission

Sales in the Water Transmission Group were $61.7 million in the third quarter of 2005, compared to $46.2 million for the third quarter last year and $60 million in the second quarter of this year. This is the highest sales ever recorded by the Water Transmission Group. Gross profit for this Group was $12.7 million, or 20.6% of sales, compared to $8.9 million, or 19.3% of sales, last year and compared to $12.5 million for the second quarter of this year.

“The Water Transmission Group continued to perform very well during the quarter,” said Brian W. Dunham, president and CEO. “Revenues were not as strong as we had originally expected, but, overall, our facilities operated at very good production levels. Gross profit improved due to high capacity utilization during the quarter.”

Tubular Products

The Tubular Products Group’s sales were $20.5 million in the third quarter of 2005. While this is down significantly compared to $26.1 million reported for the third quarter last year, it is generally consistent with sales last quarter and with our expectations. Gross profit was $1.1 million in the third quarter of 2005 compared to $5.0 million in the third quarter of 2004. Again, however, gross profit as a percent of sales improved over the results achieved last quarter.

“Last year was outstanding for tubular products, particularly during the second and third quarters,” noted Dunham. “All current results will pale next to prior year comparisons. As we work to improve our Tubular Products business, the more relevant comparisons are sequential rather than year over year. Our sales for this quarter are nearly the same as last quarter and, importantly, our margin has improved from 3.8% to 5.3%. We believe we are on the right track as we continue to make cost improvements and fine tune our product mix. Eventually, we expect to be back to double-digit margins in this business.”

Fabricated Products

Sales in the Fabricated Products Group were $4.5 million in the third quarter of 2005, compared to $2.9 million for the third quarter last year. The gross profit for this Group was $454,000, or 10.0% of sales, compared to $125,000, or 4.2% of sales, last year.

“The Fabricated Products Group’s revenue and gross profit improvement is primarily the result of an improved market for our propane tanks. We have seen a slow improvement in pricing for this group that began late in the second quarter of 2005. Also, production efficiency improvements implemented early in 2005 are beginning to favorably impact this Group’s results,” concluded Dunham.

Outlook

Water transmission project bidding activity decreased significantly in the third quarter from our expectations. Almost $100 million of projects were postponed into 2006. Accordingly, bookings in the quarter were much lower than expected and backlog was $126 million as of September 30, 2005. “We have seen a significant number of job delays,” stated Dunham. “Postponements are a routine part of our business and, while this is an unwelcome development, the good news is that we still expect 2005 to be a strong market year and we still have a strong backlog. There are many projects yet to bid during the fourth quarter. Based on the anticipated level of market activity, our leading market share and current production schedules, we expect a solid fourth quarter and a backlog at the end of the year that is fairly close to our current backlog.”

Our tubular products markets have been slow all year. We expect this to continue into the first quarter, although we have seen some signs of improvement in certain product lines. “We announced price increases for most of our products, beginning in September or October, which should help offset any steel cost increases and slowly rebuild our gross margin percentage in the coming quarters. We continue to make changes in our product offerings, inventory and production processes to improve the profitability of this segment, in spite of less than ideal volumes,” continued Dunham. “We believe we will see a small amount of seasonal decline in sales in the fourth quarter, but continued improvement in margin.”

Our Fabricated Products Group is expected to produce another strong quarter in the fourth quarter of 2005. “This business is seasonal and, unlike our other businesses, generally peaks in the fourth quarter. Strong market conditions, good pricing and increased productivity should lead to another solid quarter for this Group,” indicated Dunham.

About Northwest Pipe

Northwest Pipe Company manufactures welded steel pipe in three 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. Its Fabricated Products Group manufactures propane tanks and other fabricated products. The Company is headquartered in Portland, Oregon and has nine manufacturing facilities across the United States and Mexico.

Forward-Looking Statements

Statements in this press release by Brian Dunham and statements in the “Outlook” section of this press release 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 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				Nine Months Ended
	September 30				September 30
	2005		2004		2005		2004
Net Sales:
Water Transmission	$	61,747	$	46,242	$	177,743	$	120,154
Tubular Products		20,486		26,073		62,932		83,231
Fabricated Products		4,521		2,949		11,263		8,236
Net Sales		86,754		75,264		251,938		211,621
Cost of Sales:
Water Transmission		49,038		37,322		142,242		97,365
Tubular Products		19,410		21,046		58,972		72,024
Fabricated Products		4,067		2,824		10,563		7,860
Total Cost of Sales		72,515		61,192		211,777		177,249
Gross Profit:
Water Transmission		12,709		8,920		35,501		22,789
Tubular Products		1,076		5,027		3,960		11,207
Fabricated Products		454		125		700		376
Gross Profit		14,239		14,072		40,161		34,372
Selling, General and Administrative		6,633		5,989		19,166		16,593
Operating Income		7,606		8,083		20,995		17,779
Interest Expense		1,897		1,679		5,499		4,558
Income Before Income Taxes		5,709		6,404		15,496		13,221
Provision for Income Taxes		1,733		2,466		5,501		5,090
Net Income	$	3,976	$	3,938	$	9,995	$	8,131
Basic Earnings per Share	$	0.58	$	0.59	$	1.48	$	1.23
Diluted Earnings per Share	$	0.56	$	0.58	$	1.42	$	1.21
Shares Used in Per Share Calculation:
Basic		6,822		6,627		6,762		6,601
Diluted		7,112		6,791		7,050		6,735