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, 2008

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.)

5721 SE Columbia Way, Suite 200

Vancouver, WA 98661

(360) 397-6250

(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 July 23, 2008, Northwest Pipe Company (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2008. 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 July 23, 2008 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 July 23, 2008

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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 July 23, 2008.

NORTHWEST PIPE COMPANY
(Registrant)
By	/s/ Stephanie J. Welty
	Stephanie J. Welty, Senior Vice
	President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

July 23, 2008

NORTHWEST PIPE REPORTS RECORD RESULTS

Vancouver, WA, July 23, 2008...Northwest Pipe Company (NASDAQ: NWPX) today reported record sales, earnings and backlog for the second quarter of 2008. Sales in the second quarter ended June 30, 2008 were $112.1 million compared to $101.9 million in the same quarter of 2007. Net income in the quarter was $8.4 million, compared to $5.7 million in the second quarter of 2007. Per share earnings were $0.90 in the second quarter of 2008 compared to $0.61 per share in 2007.

Summary of Previous Project Announcements

Over the past three months, the Company announced the following major projects:

• $22.0 million Prairie Waters Project for the City of Aurora, Colorado

• $19.0 million for the Lewis and Clark Regional Water System in South Dakota

• $10.6 million energy products order for domestic gas gathering pipe and pipe for a storage tank farm in Ghana

• $8.0 million for the Alternative Intake Project Pipeline for the Contra Costa Water District in California

Water Transmission Results

Revenues for the Water Transmission Group were $74.9 million in the second quarter of 2008 compared to $73.0 million in 2007. Gross profit in 2008 was $14.8 million, or 19.7% of sales, compared to $15.2 million, or 20.8% of sales in 2007.

“The Water Transmission Group’s performance was solid throughout the quarter. Margins declined slightly compared to recent quarters, mainly due to increased raw material costs, but sales increased sequentially,” said Brian W. Dunham, president and chief executive officer of the Company.

Tubular Products Results

The Tubular Products Group’s sales were $37.2 million in the second quarter of 2008, compared to $28.9 million in the second quarter of 2007. Gross profit for the quarter was $9.8 million, or 26.4% of sales, compared to $3.6 million, or 12.5% of sales for 2007.

“The Tubular Products results are clearly outstanding,” said Dunham. “In spite of continuing concerns of a slowing economy, we have seen strong demand from the energy, agriculture and construction markets. Our costs are obviously higher due to increasing raw material costs, but the market has been strong enough so far to support prices that offset these cost increases.”

Outlook

The Company’s backlog is at an all-time high at $264 million, and the market continues to look very active over the balance of 2008. The Company continues to expect the second half of the year to be very strong. “Based on our backlog, and our current manufacturing schedules, we expect the Water Transmission Group’s production and revenues to be somewhat better in the second half of the year than those reported so far. Additionally, we expect the gross margin percentage in this group to stay at approximately the same level as we recorded in this quarter,” stated Dunham.

“While the Tubular Products Group’s performance may not match this outstanding quarter, we do anticipate strong sales and margins in this Group for the second half of the year,” continued Dunham. “Demand is still good throughout our product lines and is particularly strong in energy products.”

“The condition of the economy, rising steel costs, and rising fuel costs are all risk factors to our expectations,” continued Dunham. “At this time, we believe steel and fuel costs are likely to remain at elevated levels, but unlikely to increase significantly over the next several months. The economy needs to sustain its current levels in order to pass through these higher costs and, at this time, we do not expect any significant downturns in the segments we serve. Changes in these assumptions would, of course, impact our results.”

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 markets including construction, agriculture, energy, traffic and a variety of other commercial and industrial applications. The Company is headquartered in Vancouver, Washington and has ten 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.

Conference Call

The Company’s second quarter 2008 earnings conference call will be held on Wednesday, July 23, 2008, at 8:00 a.m. PDT via live internet webcast. The conference broadcast can be accessed at the “Investor Relations” section of the Company’s website located at http://www.nwpipe.com. For those unable to listen to the live broadcast, a replay will be available at the Investor Relations section of the Company’s website (www.nwpipe.com) or by dialing 888-566-0620 approximately one hour after the event.

CONTACT:	Brian Dunham
	Chief Executive Officer
	360-397-6300

NORTHWEST PIPE COMPANY

CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

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

	Three Months Ended June 30				Six Months Ended June 30
	2008		2007		2008		2007
Net Sales:
Water Transmission	$	74,861	$	72,979	$	138,730	$	140,732
Tubular Products		37,245		28,918		67,379		51,901
Net Sales		112,106		101,897		206,109		192,633
Cost of Sales:
Water Transmission		60,083		57,815		109,499		111,774
Tubular Products		27,405		25,290		54,207		45,963
Total Cost of Sales		87,488		83,105		163,706		157,737
Gross Profit:
Water Transmission		14,778		15,164		29,231		28,958
Tubular Products		9,840		3,628		13,172		5,938
Gross Profit		24,618		18,792		42,403		34,896
Selling, General, and Administrative		9,285		7,973		17,246		15,275
Operating Income		15,333		10,819		25,157		19,621
Interest Expense, Net		1,329		1,833		3,135		3,437
Income Before Income Taxes		14,004		8,986		22,022		16,184
Provision for Income Taxes		5,605		3,324		8,576		5,988
Net Income	$	8,399	$	5,662	$	13,446	$	10,196
Basic Earnings per Share	$	0.92	$	0.63	$	1.47	$	1.14
Diluted Earnings per Share	$	0.90	$	0.61	$	1.44	$	1.11
Shares Used in Per Share Calculation:
Basic		9,151		8,940		9,119		8,932
Diluted		9,348		9,221		9,330		9,217

CONDENSED SELECTED BALANCE SHEET AND OTHER DATA (Unaudited)

(Dollar amounts in thousands)

	June 30, 2008		December 31, 2007
Assets:
Cash and Cash Equivalents	$	164	$	234
Trade and Other Receivables, Net		83,281		49,300
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts		108,514		121,058
Inventories		71,783		62,805
Other Current Assets		9,246		10,487
Total Current Assets		272,988		243,884
Property and Equipment, Net		188,895		179,977
Other Assets		29,582		29,702
Total Assets	$	491,465	$	453,563
Liabilities:
Current Maturities of Long-Term Debt	$	6,518	$	5,851
Accounts Payable		46,982		41,684
Accrued Liabilities		15,920		12,311
Billings in Excess of Cost and Estimated Earnings on Uncompleted Contracts		5,579		2,514
Total Current Liabilities		74,999		62,360
Long-Term Note Payable to Financial Institution		67,824		54,415
Other Long-Term Debt, Less Current Maturities		34,228		38,921
Other Liabilities		42,204		41,585
Total Liabilities		219,255		197,281
Stockholders’ Equity		272,210		256,282
Total Liabilities and Stockholders’ Equity	$	491,465	$	453,563