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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
____________________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
COMMISSION FILE NUMBER: 0-27140
NORTHWEST PIPE COMPANY
(Exact name of registrant as specified in its charter)
OREGON 93-0557988
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
12005 N. BURGARD
PORTLAND, OREGON 97203
(Address of principal executive offices and zip code)
503-285-1400
(Registrant's telephone number including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days: Yes [ X ] No [ ]
COMMON STOCK, PAR VALUE $.01 PER SHARE 6,409,902
(Class) (Shares outstanding at October
31 , 1997)
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NORTHWEST PIPE COMPANY
FORM 10-Q
INDEX
PART I - FINANCIAL INFORMATION PAGE
- ------------------------------ ----
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets - September 30, 1997
and December 31, 1996 2
Consolidated Statements of Income - Three Months and Nine
Months Ended September 30, 1997 and 1996 3
Consolidated Statements of Cash Flows - Nine Months
Ended September 30, 1997 and 1996 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
PART II - OTHER INFORMATION
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Item 1. Legal Proceedings 10
Item 6. Exhibits and Reports on Form 8-K 10
1
NORTHWEST PIPE COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share amounts)
September 30, December 31,
1997 1996
------------- ------------
ASSETS
Current assets:
Cash and cash equivalents $ 2,172 $ 4,302
Trade receivables, less allowance for doubtful accounts
of $2,826 and $1,680 25,624 23,222
Costs and estimated earnings in excess of billings on
uncompleted contracts 20,161 10,750
Inventories 22,894 20,484
Prepaid expenses and other 1,567 1,289
Deferred income taxes 3,051 3,051
--------- ---------
Total current assets 75,469 63,098
Property and equipment, less accumulated depreciation
of $22,646 and $20,860 44,730 34,594
Property under capital leases, less accumulated amortization
of $525 and $577 2,900 2,875
Restricted assets 2,300 --
Other assets 1,394 857
--------- ---------
$ 126,793 $ 101,424
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable to financial institution $ 27,457 $ 7,302
Current portion of long-term debt 2,079 2,100
Current portion of capital lease obligations 304 299
Current portion of capital lease obligations due to
related party 133 125
Accounts payable 11,392 9,930
Accrued liabilities 4,444 7,605
--------- ---------
Total current liabilities 45,809 27,361
Long-term debt, less current portion 8,433 10,050
Capital lease obligations, less current portion 1,480 1,760
Capital lease obligations due to related party, less
current portion 2,445 2,546
Deferred income taxes 13 13
Other liabilities 240 --
--------- ---------
Total liabilities 58,420 41,730
Stockholders' equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized,
none issued or outstanding -- --
Common stock, $.01 par value, 15,000,000 shares authorized,
6,409,902 and 6,388,986 shares issued and outstanding 64 64
Additional paid-in-capital 38,456 38,453
Retained earnings 29,853 21,177
--------- ---------
Total stockholders' equity 68,373 59,694
--------- ---------
$ 126,793 $ 101,424
--------- ---------
--------- ---------
The accompanying notes are an integral part of
these consolidated financial statements.
2
NORTHWEST PIPE COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Three months ended Nine months ended
September 30, September 30,
------------------------ -----------------------
1997 1996 1997 1996
--------- ----------- ---------- ----------
Net sales $ 39,739 $ 38,360 $ 114,937 $ 102,449
Cost of sales 31,236 29,990 90,787 79,214
--------- ----------- ---------- ----------
Gross profit 8,503 8,370 24,150 23,235
Selling, general and administrative
expenses 2,905 3,164 8,771 8,229
--------- ----------- ---------- ----------
Operating income 5,598 5,206 15,379 15,006
Interest expense 329 688 1,037 1,424
Interest expense to related parties 53 57 165 173
--------- ----------- ---------- ----------
Income before income taxes 5,216 4,461 14,177 13,409
Provision for income taxes 1,917 1,784 5,501 5,363
--------- ----------- ---------- ----------
Net income $ 3,299 $ 2,677 $ 8,676 $ 8,046
--------- ----------- ---------- ----------
--------- ----------- ---------- ----------
Earnings per share $ 0.50 $ 0.48 $ 1.31 $ 1.45
--------- ----------- ---------- ----------
--------- ----------- ---------- ----------
Shares used in per share
calculations 6,645 5,539 6,617 5,537
--------- ----------- ---------- ----------
--------- ----------- ---------- ----------
The accompanying notes are an integral part of
these consolidated financial statements.
3
NORTHWEST PIPE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Nine months ended
September 30,
-------------------
1997 1996
--------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 8,676 $ 8,046
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,734 1,372
Decrease in accrued pension obligation (212) -
Provision for doubtful accounts 1,146 53
Changes in current assets and liabilities:
Trade receivables (3,548) (13,902)
Costs and estimated earnings in excess of
billings on uncompleted contracts (9,411) 2,457
Inventories (2,410) (2,416)
Prepaid expenses and other (278) 428
Accounts payable 1,462 (3,655)
Accrued and other liabilities (2,754) (47)
-------- --------
Net cash used in operating activities (5,595) (7,664)
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (11,895) (2,670)
Acquisition, net of cash acquired -- (3,073)
Other assets (2,833) (313)
-------- --------
Net cash used in investing activities (14,728) (6,056)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock 44 39
Payments on long-term debt (1,638) (1,427)
Proceeds under note payable to financial institution 20,155 19,286
Payments on capital lease obligations (275) (642)
Payments on capital lease obligations to related parties (93) (85)
-------- --------
Net cash provided by financing activities 18,193 17,171
-------- --------
Net (decrease) increase in cash and cash equivalents (2,130) 3,451
Cash and cash equivalents, beginning of period 4,302 857
-------- --------
Cash and cash equivalents, end of period $ 2,172 $ 4,308
-------- --------
-------- --------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 1,038 $ 1,460
Income taxes 4,576 5,771
SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:
Tax benefit of nonqualified stock options exercised $ 102 $ --
Acquisition:
Fair value of assets acquired $ -- $ 20,886
Fair value of liabilities assumed -- 17,813
-------- --------
Cash paid, net $ -- $ 3,073
The accompanying notes are an integral part of
these consolidated financial statements.
4
NORTHWEST PIPE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements as of and for the three month
and nine months periods ended September 30, 1997 and 1996 have been prepared
in conformity with generally accepted accounting principles. The financial
information as of December 31, 1996 is derived from the audited financial
statements presented in the Northwest Pipe Company (the "Company") Annual
Report on Form 10-K for the year ended December 31, 1996. Certain information
or footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted, pursuant to the rules and regulations of the Securities and
Exchange Commission. In the opinion of management, the accompanying financial
statements include all adjustments necessary (which are of a normal and
recurring nature) for the fair presentation of the results of the interim
periods presented. The accompanying financial statements should be read in
conjunction with the Company's audited financial statements for the year
ended December 31, 1996, as presented in the Company's Annual Report on Form
10-K for the year ended December 31, 1996.
Operating results for the three months and nine months ended September 30,
1997 are not necessarily indicative of the results that may be expected for
the entire fiscal year ending December 31, 1997, or any portion thereof.
2. INVENTORIES
Inventories are stated at the lower of cost or market. Finished goods are
stated at standard cost which approximates the first-in, first-out method of
accounting. Inventories of steel coil are stated at cost on a specific
identification basis. Inventories of coating and lining materials, as well
as materials and supplies, are stated on an average cost basis.
September 30, December 31,
1997 1996
------------- ------------
Finished goods $ 6,881 $ 6,564
Raw materials 14,200 12,449
Materials and supplies 1,813 1,471
------------- ------------
$ 22,894 $ 20,484
------------- ------------
------------- ------------
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table compares for the periods indicated, certain financial
information regarding costs and expenses expressed as a percentage of total
net sales and net sales of the Company's segments.
Three months ended Nine months ended
September 30, September 30,
------------------ -----------------
1997 1996 1997 1996
-------- -------- -------- --------
Net sales
Water transmission 66.0% 66.5% 64.8% 65.6%
Tubular products 34.0 33.5 35.2 34.4
-------- -------- -------- --------
Total net sales 100.0 100.0 100.0 100.0
Cost of sales 78.6 78.2 79.0 77.3
-------- -------- -------- --------
Gross profit 21.4 21.8 21.0 22.7
Selling, general and administrative
expenses 7.3 8.2 7.6 8.1
-------- -------- -------- --------
Operating income 14.1 13.6 13.4 14.6
Interest expense 1.0 1.9 1.1 1.5
-------- -------- -------- --------
Income before income taxes 13.1 11.7 12.3 13.1
Provision for income taxes 4.8 4.7 4.8 5.2
-------- -------- -------- --------
Net income 8.3% 7.0% 7.5% 7.9%
-------- -------- -------- --------
-------- -------- -------- --------
Gross profit as a percentage
of segment net sales:
Water transmission 24.2% 25.3% 23.4% 25.6%
Tubular products 16.0 14.9 16.6 17.2
THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THIRD
QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1996
SALES. Net sales increased 3.6% to $39.7 million in the third quarter of
1997, from $38.4 million in the third quarter of 1996, and increased 12.2% to
$114.9 million in the first nine months of 1997, from $102.4 million in the
first nine months of 1996. Sales increased in both business segments.
Water transmission sales increased 2.7% to $26.2 million in the third quarter
of 1997 from $25.5 million in the third quarter of 1996, and increased 10.8%
to $74.4 million in the first nine months of 1997 from $67.2 million in the
first nine months of 1996. The increases were primarily due to acquisitions
made in 1996.
Tubular products sales increased 5.4% to $13.5 million in the third quarter
of 1997 from $12.9 million in the third quarter of 1996 and increased 14.9%
to $40.5 million in the first nine months of 1997 from $35.2 million in the
first nine months of 1996. The increases were primarily a result of increased
demand in certain product lines.
In the third quarter and the first nine months of 1997, no single customer
accounted for 10% or more of total net sales. In the third quarter of 1996,
no single customer accounted for 10% or more of total net sales. In the first
nine months of 1996, sales to a single customer represented 10.2% of total
net sales.
GROSS PROFIT. Gross profit increased 1.6% to $8.5 million (21.4% of total net
sales) in the third quarter of 1997 from $8.4 million (21.8% of total net
sales) in the third quarter of 1996 and increased 3.9% to $24.2 million
(21.0% of total net sales) in the first nine months of 1997 from $23.2
million (22.7% of total net sales) in the first nine months of 1996.
6
Water transmission gross profit decreased slightly to $6.3 million (24.2% of
segment net sales) in the third quarter of 1997 from $6.5 million (25.3% of
segment net sales) in the third quarter of 1996 and increased slightly to
$17.4 million (23.4% of segment net sales) in the first nine months of 1997
from $17.2 million (25.6% of segment net sales) in the first nine months of
1996. Water transmission gross profit was impacted by lower bidding activity
in the latter part of 1996 and the first half of 1997. In the third quarter
of 1997 bidding activity improved somewhat, but was still lower than
expected. This may impact margins adversely in the fourth quarter of 1997 and
the first quarter of 1998.
Gross profit from tubular products increased 13.3% to $2.2 million (16.0% of
segment net sales) in the third quarter of 1997 from $1.9 million (14.9% of
segment net sales) in the third quarter of 1996 and increased 11.2% to $6.7
million (16.6% of segment net sales) in the first nine months of 1997 from
$6.0 million (17.2% of segment net sales) in the first nine months of 1996.
Tubular products gross profit was impacted by higher sales volume in lower
margin product lines.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses decreased 8.2% to $2.9 million (7.3% of total net
sales) in the third quarter of 1997 from $3.2 million (8.2% of total net
sales) in the third quarter of 1996 and increased 6.6% to $8.8 million (7.6%
of total net sales) in the first nine months of 1997 from $8.2 million (8.1%
of total net sales) in the first nine months of 1996. The decrease in the
third quarter of 1997 compared to the third quarter of 1996 was primarily a
result of expenses recorded in the third quarter of 1996 which included costs
associated with the acquisition of Thompson Pipe and Steel in May 1996 and
$1.0 million of expense related to the Environmental Protection Agency
litigation as discussed in "Liquidity and Capital Resources," offset by the
resolution of certain other litigation. The increased level of expenses in
the first nine months of 1997 compared to the same period in 1996 was the
result of acquisitions that occurred in 1996.
INTEREST EXPENSE. Interest expense decreased 48.7% to $382,000 in the third
quarter of 1997 from $745,000 in the third quarter of 1996 and decreased
24.7% to $1.2 million in the first nine months of 1997 from $1.6 million in
the first nine months of 1996.
INCOME TAXES. The company's effective tax rate was approximately 38.8% for
the first nine months of 1997.
LIQUIDITY AND CAPITAL RESOURCES
The company finances operations with internally generated funds and available
borrowings under its credit agreement. In November 1995, the Company
completed an initial public offering, which resulted in net proceeds to the
Company of approximately $14.6 million. In November 1996, the Company
completed a public offering, which resulted in net proceeds to the Company of
approximately $15.3 million. At September 30, 1997, the Company had cash and
cash equivalents of $2.2 million.
Net cash used in operating activities in the first nine months of 1997 was
$5.6 million. This was primarily a net result of net income, non-cash
adjustments for depreciation and amortization, a decrease in accrued
liabilities, and increases in the allowance for doubtful accounts, trade
receivables, costs and estimated earnings in excess of billings on
uncompleted contracts, inventories, and accounts payable. These changes were
principally the result of increased production and sales levels as a result
of acquisitions made in 1996. The increase in costs and estimated earnings in
excess of billings on uncompleted contracts resulted from delayed shipments
in the third quarter of 1997 primarily due to project delays, inclement
weather, and other contractor related issues.
Net cash used in investing activities in the first nine months of 1997 was
$14.7 million, which primarily resulted from expenditures related to the new
tubular products mill being installed in the Portland, Oregon plant, expected
to be operational in the first quarter of 1998, and the installation of a
rolled and welded manufacturing line in the Adelanto, California plant,
expected to be operational in the fourth quarter of 1997. The remaining
expenditures were for projects related to existing operations.
7
Net cash provided by financing activities was $18.2 million in the first nine
months of 1997, which included the net effect of additional borrowings under
a note payable to a financial institution and the repayment of long-term debt
and capital lease obligations.
At September 30, 1997, the Company had three significant components of debt:
a $44.0 million credit agreement under which $27.4 million was outstanding
under a line of credit and $6.8 million was outstanding under two notes
payable; Industrial Development Bonds in the aggregate amount of $3.7 million
with variable interest rates ranging from 4.00% to 4.40% at September 30,
1997; and capital leases aggregating $4.4 million bearing interest at rates
ranging from 4.40% to 11.25% at September 30, 1997.
In October 1997 the Company replaced its $44.0 million credit agreement with
a new $45.0 million line of credit agreement. The new line of credit
agreement expires on October 20, 2000 and is unsecured. It bears interest at
rates related to IBOR or LIBOR, or at prime less 0.5% (8.5% at September 30,
1997). Amounts currently outstanding under the line of credit primarily bear
interest at IBOR plus 0.65% (6.275% on October 20, 1997).
In October 1997 the Company signed commitments to issue $35.0 million of
6.87% Senior Notes ( the "Notes"). The Notes, if issued, will be used to
reduce the Company's line of credit and are expected to be finalized by
November 20, 1997. The Notes, if issued, will mature ten years from the date
of closing, and will require semi-annual interest payments and equal annual
principal payments commencing on the fourth anniversary of closing and
continuing every year thereafter until final maturity.
The Company's working capital requirements have increased due to the increase
in the Company's Water Transmission business which is characterized by
lengthy production periods and extended payment cycles. The Company
anticipates that its existing cash and cash equivalents, cash flows expected
to be generated by operations and amounts available under its credit
agreement or Notes will be adequate to fund its working capital and capital
requirements for at least the next twelve months.
To the extent necessary, the Company may also satisfy capital requirements
through additional bank borrowings, senior notes, and capital leases if such
resources are available on satisfactory terms. The Company has from time to
time evaluated and continues to evaluate opportunities for acquisitions and
expansion and, consistent with this practice, is currently engaged in
discussions with other parties regarding possible acquisitions. Any such
transactions, if consummated, may use a portion of the Company's working
capital or necessitate additional bank borrowings.
UNITED STATES ENVIRONMENTAL PROTECTION AGENCY ("EPA") LITIGATION. As
described in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, the Company has been identified as one of four potentially
responsible parties with potential liability for a Superfund site in
Clackamas, Oregon (the "Site"). In October 1995, the Company filed a
complaint seeking a declaratory judgment from the Bankruptcy Court that any
claims with respect to liability for the costs of the Response Activities at
the Site were discharged by the Bankruptcy Court's confirmation of the
Company's Plan of Reorganization (the "Plan"). In September 1996, the Company
entered into mediation with the EPA and the Oregon Department of
Environmental Quality (the "ODEQ") (collectively, the "Agencies") in an
attempt to resolve the matter without incurring the substantial additional
expense of continuing the litigation. As a result of the mediation process,
the Company and the Agencies entered into an agreement in principle with
respect to a proposed settlement of the litigation (the "Settlement
Agreement"). Pursuant to the Settlement Agreement, the Company and the
Agencies prepared a consent decree which embodies the terms of the Settlement
Agreement (the "Consent Decree"). The Consent Decree was entered by the
Bankruptcy Court on July 22, 1997. The Consent Decree relating to the portion
of the Site that is vacant (the "Hall Property") which provides for the
transfer of title to the Hall Property to the Agencies, and upon which the
effectiveness of the Consent Decree was conditioned, was entered by the
United States District Court on August 19, 1997.
Under the terms of the Consent Decree, the Company on August 22, 1997 paid
the Agencies $1.0 million and deposited an additional $2.3 million in an
escrow account or cash escrow (the "Cash Escrow"), with the interest income
on the Cash Escrow to be distributed to the EPA. The Consent Decree provides
that the EPA will
8
complete construction of the remedial action at the Site in accordance with
its standards and will have the right to sell the Hall Property at any time
during the clean-up process and for one year thereafter. If the Hall Property
is sold by the Agencies, the $2.3 million held in the Cash Escrow will be
returned to the Company. Once construction of the remedial action has been
completed as evidenced by issuance of Remedial Action Reports (or their
equivalents) and a Preliminary Close Out Report, and the Hall Property is
usable for a "reasonable commercial or industrial use," the Agencies will
have the option to continue to market the Hall Property for one year. If the
Hall Property is not sold during this period, the Company believes the
Agencies will elect to have the Hall Property conveyed to the Company in
exchange for the $2.3 million held in the Cash Escrow. The Company would then
be required to market the Hall Property for another year. If the Hall
Property sells within one year thereafter, fifty percent of any net proceeds
in excess of $2.3 million would be paid to the EPA.
If the Company takes title to the Hall Property, the Agencies will provide a
"Prospective Purchaser Agreement" for use by the Company at its option and
for use by the Company's eligible successors in interest. The EPA would
specify that any eligible prospective purchaser of the Hall Property would
not be liable for any past environmental contamination or any ongoing
remediation resulting from past operations at the Site. If the Company elects
not to take ownership of the Hall Property, the Agencies would retain the
$2.3 million held in Cash Escrow. If the Agencies are unable to complete
construction of the remedial action and clean up soils so that the Hall
Property can be used for a reasonable commercial or industrial use within ten
years, they would be required to return the $2.3 million held in the Cash
Escrow to the Company. The Consent Decree also contains covenants not to sue,
reservations of rights, and protection for the Company from third party
claims for contribution for environmental clean-up costs at the Site.
The Company believes that once the Hall Property is available for a
"reasonable commercial or industrial use," it would have a current value in
excess of $2.3 million. Consequently, the Company does not believe that the
$2.3 million to be held in the Cash Escrow is "impaired" under generally
accepted accounting principles. Accordingly, the Company segregated the $2.3
million as a restricted asset on its consolidated balance sheet. The Company
recorded the $1.0 million payment as an expense in the third quarter of 1996.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
("SFAS 128") which changes the standards for computing and presenting
earnings per share and supersedes Accounting Principles Board Opinion No. 15,
"Earnings per Share," and Statement of Financial Accounting Standards No.
129, "Disclosure of Information about Capital Structure" ("SFAS 129"); both
of which are effective for the Company's 1997 fiscal year. The Company's
management has studied the implications of SFAS 128 and SFAS 129, and based
on the initial evaluation, does not expect the adoption to have a material
impact on the Company's financial condition or results of operations.
In June 1997, the FASB issued Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income" (SFAS 130), which establishes
requirements for disclosure of comprehensive income. The objective of SFAS
130 is to report a measure of all changes in equity that result from
transactions and economic events other than transactions with owners.
Comprehensive income is the total of net income and all other non-owner
changes in equity. SFAS 130 is effective for fiscal years beginning after
December 15, 1997. Reclassification of earlier financial statements for
comparative purposes is required. The Company's management has studied the
implications of SFAS 130, and based on the initial evaluation, does not
expect the adoption to have a material impact on the Company's financial
condition or results of operations.
9
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information set forth in Part I, Item 2 under the caption Liquidity and
Capital Resources -- United States Environmental Protection Agency ("EPA")
Litigation is incorporated herein by reference.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The exhibits filed as part of this report are listed below:
EXHIBIT NO.
-----------
11 Statement regarding computation of per share earnings
27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended September 30, 1997.
10
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.
Dated: November 6, 1997
NORTHWEST PIPE COMPANY
By: /s/ WILLIAM R. TAGMYER
----------------------
William R. Tagmyer
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ BRIAN W. DUNHAM
-------------------
Brian W. Dunham
Executive Vice President, Chief Operating Officer,
Treasurer and Secretary
(Principal Financial Officer)
11