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): April 25, 2007

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 April 25, 2007, Northwest Pipe Company (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2007. 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 April 25, 2007 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

(d) Exhibits.

99.1 Press Release issued by Northwest Pipe Company dated April 25, 2007

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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 April 25, 2007.

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

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EX-99.1

Exhibit 99.1

EARNINGS RELEASE April 25, 2007

NORTHWEST PIPE REPORTS FIRST QUARTER 2007 RESULTS

Portland, Oregon, April 25, 2007... Northwest Pipe Company (NASDAQ: NWPX) today reported its results for the first quarter of 2007. Sales were $90.7 million for the first quarter of 2007 compared to $78.8 million for the same period last year. Net income for the first quarter of 2007 was $4.5 million, or $0.49 per fully diluted share, compared to $2.6 million, or $0.37 per fully diluted share, for the same period last year.

Water Transmission

Sales in the Water Transmission Group increased 15.4% to $64.6 million for the first quarter compared to $55.9 million for the same period last year. Gross profit for this Group also improved to $13.7 million, or 21.3% of sales, compared to $10.2 million, or 18.2% of sales, for the first quarter of last year. While sales volume was generally as expected in the first quarter of 2007, gross profit was approximately $800,000 higher than expected due to some non-recurring items that were recorded during the quarter.

Tubular Products

The Tubular Products Group’s sales increased 21.6% to $23.0 million for the first quarter of 2007, compared to $18.9 million for the same period last year. This is the highest quarterly sales for this Group since the third quarter of 2004. Gross profit was $2.3 million compared to $1.9 million in the first quarter of 2006. Gross profit as a percent of sales was consistent at approximately 10% for both periods.

Fabricated Products

Sales in the Fabricated Products Group were $3.2 million in the first quarter of 2007, compared to $4.0 million for the first quarter last year. The gross profit for this Group was $58,000 or 1.8% of sales, compared to $383,000, or 9.6% of sales, last year.

Outlook

The first quarter ended with a strong backlog of $192 million as bookings were somewhat higher than projected. This should lead to continued high production levels in the next few quarters. Margins on water transmission orders booked during the quarter were not quite as strong as expected, but we believe margins will improve as the year progresses. At this point, due to the lead times on water transmission projects, any future improvement in market pricing will not likely have an impact on our financial results until the fourth quarter.

The Tubular Products Group should continue to see sales increase in the next two quarters as this business continues its historic seasonal pattern. We are increasing our prices to match steel cost increases, and we expect margins to remain steady through the next quarter. We currently project margins to improve slightly in the third quarter based on increased pricing, higher plant utilization rates and product mix.

The Fabricated Products Group is not anticipating much growth at this time. During the next several months, in addition to producing our core products, we will shift certain manufacturing capabilities in this facility to support water transmission projects with specialty fabrication work. We fully expect this facility to be a steady, contributing factor in the success of our Water Transmission Group.

About Northwest Pipe

Northwest Pipe Company manufactures welded steel pipe and other products 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 infrastructure in North America. 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 March 31
	2007		2006
Net Sales:
Water Transmission	$	64,581	$	55,947
Tubular Products		22,982		18,900
Fabricated Products		3,173		3,971
Net Sales		90,736		78,818
Cost of Sales:
Water Transmission		50,845		45,774
Tubular Products		20,672		16,992
Fabricated Products		3,115		3,588
Total Cost of Sales		74,632		66,354
Gross Profit:
Water Transmission		13,736		10,173
Tubular Products		2,310		1,908
Fabricated Products		58		383
Net Gross Profit		16,104		12,464
Selling, General and Administrative		7,302		6,416
Operating Income		8,802		6,048
Interest Expense		1,604		1,758
Income Before Income Taxes		7,198		4,290
Income Tax Expense		2,664		1,652
Net Income	$	4,534	$	2,638
Basic Earnings per Share	$	0.51	$	0.39
Diluted Earnings per Share	$	0.49	$	0.37
Shares used in Per Share Calculation:
Basic		8,924		6,841
Diluted		9,213		7,125

NORTHWEST PIPE COMPANY

SELECTED BALANCE SHEET

(Dollar amounts in thousands)

	March 31, 2007		December 31, 2006
Assets:
Cash and Cash Equivalents	$	180	$	4,259
Trade and Other Receivables, Net		69,714		68,425
Cost and Estimated Earnings in Excess of Billings on Uncompleted Contracts		63,966		74,353
Inventories		74,986		79,300
Other Current Assets		9,287		11,177
Total Current Assets		218,133		237,514
Property and Equipment, Net		165,328		160,776
Other Assets		26,345		26,161
Total Assets	$	409,806	$	424,451
Liabilities:
Current Maturities of Long-Term Debt	$	12,178	$	9,663
Accounts Payable		28,939		50,865
Accrued Liabilities		11,768		10,243
Total Current Liabilities		52,885		70,771
Long-Term Note Payable to Financial Institution		40,600		43,000
Other Long-Term Debt, Less Current Maturities		46,725		47,915
Other Liabilities		32,997		31,939
Total Liabilities		173,207		193,625
Stockholders’ Equity		236,599		230,826
Total Liabilities and Stockholders’ Equity	$	409,806	$	424,451