- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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: March 31, 1998 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 6,433,322 (Class) (Shares outstanding at April 30, 1998) - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
NORTHWEST PIPE COMPANY FORM 10-Q INDEX <TABLE> <CAPTION> PART I - FINANCIAL INFORMATION Page ---- <S> <C> Item 1. Financial Statements: Consolidated Balance Sheets - March 31, 1998 and December 31, 1997 . . . . . . . . . . . . . . . . . . . . . . . . . 2 Consolidated Statements of Income - Three Months Ended March 31, 1998 and 1997 . . . . . . . . . . . . . . . . . . . . . . . . 3 Consolidated Statements of Cash Flows - Three Months Ended March 31, 1998 and 1997 . . . . . . . . . . . . . . . . . . . . . . . . 4 Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . 7 Item 3. Quantitative and Qualitative Disclosure About Market Risk. . . . .10 PART II - OTHER INFORMATION Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . . .11 Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . .11 </TABLE> 1
NORTHWEST PIPE COMPANY CONSOLIDATED BALANCE SHEETS (In thousands except share and per share amounts) <TABLE> <CAPTION> March 31, December 31, 1998 1997 ----------- ------------ ASSETS (Unaudited) <S> <C> <C> Current assets: Cash and cash equivalents $ 2,001 $ 904 Trade receivables, less allowance for doubtful accounts of $1,530 and $1,825 35,199 25,162 Costs and estimated earnings in excess of billings on uncompleted contracts 17,902 19,914 Inventories 32,780 20,530 Refundable income taxes 3,307 3,307 Deferred income taxes 447 447 Prepaid expenses and other 1,048 1,402 --------- --------- Total current assets 92,684 71,666 Property and equipment, less accumulated depreciation of $29,304 and $23,679 73,540 57,447 Restricted assets 2,300 2,300 Goodwill, net 19,297 - Other assets, net 571 638 --------- --------- $ 188,392 $ 132,051 --------- --------- --------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Note payable to financial institution $ 6,200 $ 7,000 Current portion of long-term debt 250 250 Current portion of capital lease obligations 2,207 2,175 Accounts payable 20,484 8,116 Accrued liabilities 6,076 3,074 --------- --------- Total current liabilities 35,217 20,615 Long-term debt, less current portion 78,490 38,490 Capital lease obligations, less current portion 1,429 1,454 Minimum pension liability 294 294 Deferred income taxes 438 419 --------- --------- Total liabilities 115,868 61,272 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, 6,432,035 and 6,411,402 shares issued and outstanding 64 64 Additional paid-in-capital 38,747 38,725 Retained earnings 34,000 32,277 Minimum pension liability (287) (287) --------- --------- Total stockholders' equity 72,524 70,779 --------- --------- $ 188,392 $ 132,051 --------- --------- --------- --------- </TABLE> 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) (Unaudited) <TABLE> <CAPTION> Three months ended March 31, ----------------------------- 1998 1997 --------- --------- <S> <C> <C> Net sales $ 38,240 $ 37,757 Cost of sales 31,739 30,247 -------- -------- Gross profit 6,501 7,510 Selling, general and administrative expense 3,052 3,140 -------- -------- Income from operations 3,449 4,370 Interest expense 625 289 Interest expense to related parties - 56 -------- -------- Income before income taxes 2,824 4,025 Provision for income taxes 1,101 1,610 -------- -------- Net income $ 1,723 $ 2,415 -------- -------- -------- -------- Basic earnings per share $ 0.27 $ 0.38 -------- -------- -------- -------- Diluted earnings per share $ 0.26 $ 0.37 -------- -------- -------- -------- Shares used in per share calculations: Basic 6,416 6,399 -------- -------- -------- -------- Diluted 6,631 6,605 -------- -------- -------- -------- </TABLE> The accompanying notes are an integral part of these consolidated financial statements. 3
NORTHWEST PIPE COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) <TABLE> <CAPTION> Three months ended March 31, ----------------------------- 1998 1997 --------- -------- <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,723 $ 2,415 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 849 662 Provision for doubtful accounts 215 53 Changes in current assets and liabilities, net of acquisitions: Trade receivables (5,874) (5,471) Costs and estimated earnings in excess of billings on uncompleted contracts 2,012 585 Inventories (5,672) (3,603) Prepaid expenses and other 462 109 Accounts payable 10,336 (789) Accrued liabilities 1,844 468 -------- -------- Net cash provided by (used in) operating activities 5,895 (5,571) CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property and equipment (4,311) (2,287) Acquisitions, net of cash acquired (39,754) - Other assets 67 (20) -------- -------- Net cash used in investing activities (43,998) (2,307) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from the sale of common stock - 11 Payments on long-term debt - (462) Net proceeds under note payable to financial institution 39,200 8,283 Payments on capital lease obligations - (57) -------- -------- Net cash provided by financing activities 39,200 7,775 -------- -------- Net (decrease) increase in cash and cash equivalents 1,097 (103) Cash and cash equivalents, beginning of period 904 4,302 -------- -------- Cash and cash equivalents, end of period $ 2,001 $ 4,199 -------- -------- -------- -------- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest $ 204 $ 249 SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION: Cost in excess of fair value of net assets acquired $ 19,297 - Fair value of assets acquired 23,646 - Fair value of liabilities assumed 3,189 - </TABLE> The accompanying notes are an integral part of these consolidated financial statements. 4
NORTHWEST PIPE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 1. BASIS OF PRESENTATION The accompanying unaudited financial statements as of and for the three month periods ended March 31, 1998 and 1997 have been prepared in conformity with generally accepted accounting principles. The financial information as of December 31, 1997 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, 1997. 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, 1997, as presented in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. Operating results for the three months ended March 31, 1998 are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 31, 1998, or any portion thereof. 2. EARNINGS PER SHARE In February 1997, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share" ("SFAS 128"), which supersedes APB Opinion No. 15 and specifies the computation, presentation and disclosure requirements for earnings per share. The Company adopted the provisions of SFAS 128 for the year ended December 31, 1997, which required the restatement of all previously reported per share amounts. Basic earnings per common share is computed using the weighted average number of shares of common stock outstanding for the period. Diluted earnings per common share is computed using the weighted average number of shares of common stock and dilutive common equivalent shares outstanding during the year. <TABLE> <CAPTION> Per Share Income Shares Amount -------- ------ --------- <S> <C> <C> <C> THREE MONTHS ENDED MARCH 31, 1998 Basic Earnings per Share: Income available to common shareholders $ 1,723 6,416 $ 0.27 ------- ------- Effect of dilutive securities Stock options issuable 215 ------- ----- Diluted Earnings per Share: Income available to common shareholders $ 1,723 6,631 $ 0.26 -------- ----- ------- -------- ----- ------- THREE MONTHS ENDED MARCH 31, 1997 Basic Earnings per Share: Income available to common shareholders $ 2,415 6,399 $ 0.38 ------- ------- Effect of dilutive securities Stock options issuable 206 ------- ----- Diluted Earnings per Share: Income available to common shareholders $ 2,415 6,605 $ 0.37 -------- ----- ------- -------- ----- ------- </TABLE> 5
3. 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. <TABLE> <CAPTION> March 31, December 31, 1998 1997 --------- ------------ <S> <C> <C> Finished goods $ 11,260 $ 5,854 Raw materials 19,653 12,809 Materials and supplies 1,867 1,867 --------- ----------- $ 32,780 $ 20,530 --------- ----------- --------- ----------- </TABLE> 4. ACQUISITIONS On March 6, 1998, the Company acquired all of the outstanding capital stock of Southwestern Pipe, Inc. ("Southwestern") and P&H Tube Corporation ("P&H"), both Texas corporations. The Company paid a purchase price of $40.1 million in cash, which is subject to a post-closing adjustment based upon changes in the working capital from February 28, 1998 to the closing date and the amount of outstanding indebtedness of the purchased companies at the closing date. The excess of the acquisition cost over the fair value of the net assets acquired of approximately $19,297 is being amortized over 40 years, using the straight-line method. The principal business of both Southwestern and P&H is the manufacture and sale of structural and mechanical tubing products. Southwestern owns and operates a manufacturing facility in Houston, Texas. P&H Tube owns and operates a manufacturing facility in Bossier City, Louisiana. The Company will continue to operate the acquired plants, equipment and other property for the same purpose, and will operate each of the companies as separate wholly owned subsidiaries of the Company. The accompanying consolidated financial statements include the results of operations of P&H and Southwestern from the date of acquisition. The acquisitions were accounted for using the purchase method of accounting. The purchase price was determined through arms-length negotiations between the Company and the shareholders of P&H and Southwestern. The Company funded the purchase price through borrowings under its line of credit agreement. The following unaudited pro forma information represents the results of operations of the Company as if the acquisitions had occurred at the beginning the period presented. Southwestern and P&H became separate operating companies on May 1, 1997. <TABLE> <CAPTION> (Unaudited) For the Three Months Ended March 31, 1998 -------------------------- <S> <C> Net sales $ 43,349 Net income 1,951 Diluted earnings per share 0.29 </TABLE> The unaudited pro forma information does not purport to be indicative of the results which would actually have been obtained had the acquisitions occurred at the beginning of the period indicated or which may be obtained in the future. 6
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. <TABLE> <CAPTION> Three months ended March 31, ---------------------------- 1998 1997 ------------- ------------- <S> <C> <C> Net sales Water transmission 57.3% 68.2% Tubular products 42.7 31.8 ------------- ------------- Total net sales 100.0 100.0 Cost of sales 83.0 80.1 ------------- ------------- Gross profit 17.0 19.9 Selling, general and administrative expenses 8.0 8.3 ------------- ------------- Income from operations 9.0 11.6 Interest expense 1.6 0.9 ------------- ------------- Income before income taxes 7.4 10.7 Provision for income taxes 2.9 4.3 ------------- ------------- Net income 4.5% 6.4% ------------- ------------- ------------- ------------- Gross profit as a percentage of segment net sales: Water transmission 18.2% 21.1% Tubular products 15.3 17.3 </TABLE> FIRST QUARTER 1998 COMPARED TO FIRST QUARTER 1997 SALES. Net sales increased slightly to $38.2 million in the first quarter of 1998, from $37.8 million in the first quarter of 1997. Water transmission sales decreased 14.9% to $21.9 million in the first quarter of 1998 from $25.8 million in the first quarter of 1997, primarily as a result of lower bidding activity which resulted in unfavorable pricing pressures, project delays and delays in receipt of steel shipments. Tubular products sales increased 36.0% to $16.3 million in the first quarter of 1998 from $12.0 million in the first quarter of 1997. The increase was primarily the result of sales attributable to P&H and Southwestern, which were acquired in March 1998, and increased demand in certain product lines. In the first quarter of 1998, no single customer accounted for 10% or more of total net sales. In the first quarter of 1997, sales to two customers each represented approximately 10% of total net sales. GROSS PROFIT. Gross profit decreased 13.4% to $6.5 million (17% of total net sales) in the first quarter of 1998 from $7.5 million (19.9% of total net sales) in the first quarter of 1997. Water transmission gross profit decreased 25.9% to $4.0 million (18.2% of segment net sales) in the first quarter of 1998 from $5.4 million (21.1% of segment net sales) in the first quarter of 1997. Water Transmission gross profit was impacted by lower bidding activity which resulted in unfavorable pricing pressures. In addition to lower bidding activity, weather related delays and delays in receipt of steel shipments impacted margins adversely in the first quarter of 1998. Gross profit from tubular products increased 20.6% to $2.5 million (15.3% of segment net sales) in the first quarter of 1998 from $2.1 million (17.3% of segment net sales) in the first quarter of 1997. The decrease in gross margin was attributable to higher sales in lower margin product lines. SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and administrative expenses remained relatively constant at $3.1 million (8.0% of total net sales) in the first quarter of 1998 compared to $3.1 million (8.3% of total net sales) in the first quarter of 1997. 7
INTEREST EXPENSE. Interest expense increased 81.2% to $625,000 in the first quarter of 1998 from $345,000 in the first quarter of 1997 due to increased borrowings used to finance the acquisitions made in March 1998 and to finance working capital due to weather related delays in shipments in the first quarter of 1998. INCOME TAXES. The provision for income taxes decreased to $1.1 million in the first quarter of 1998 from $1.6 million in the first quarter of 1997, based upon an expected tax rate of approximately 39.0% for 1998. LIQUIDITY AND CAPITAL RESOURCES In November 1995, the Company completed an initial public offering of 1.9 million shares of its common stock, which resulted in net proceeds to the Company of approximately $14.6 million. In November 1996, the Company completed a public offering of 2.3 million shares of its common stock, 1.1 million shares by the Company and 1.2 million shares by certain shareholders of the Company, which resulted in net proceeds to the Company of approximately $15.3 million. The Company finances operations with internally generated funds and available borrowings. At March 31, 1998, the Company had cash and cash equivalents of $2.0 million. Net cash provided by operating activities in the first quarter of 1998 was $5.9 million. This was primarily a net result of $1.7 million of net income, an increase in accounts payable of $10.3 million, a decrease in costs and estimated earnings in excess of billings on uncompleted contracts of $2.0 million and non-cash adjustments for depreciation and amortization of $0.8 million; offset by increases in trade receivables and inventories of $5.9 million and $5.7 million, respectively. The increases in accounts payable and inventories were primarily attributable to timing of the receipt of steel purchases and payments. The increase in trade receivables and reduction in costs and estimated earnings in excess of billings on uncompleted contracts arose as the Company began shipping the shipments held up from the latter half of 1997 due to project delays, inclement weather and other contractor related issues. Net cash used in investing activities in the first quarter of 1998 was $44.0 million, which primarily resulted from expenditures related to the acquisitions of Southwestern and P&H in March 1998, and expenditures related to the new tubular products mill installed in the Company's Portland, Oregon facility, which was operational late in the first quarter of 1998. Net cash provided by financing activities was $39.2 million in the first quarter of 1998, which included the net effect of an additional $40.0 million in borrowings under the Company's line of credit agreement (which were refinanced in April 1998 using proceeds received from the sale of the Company's Series A and Series B Senior Notes). The Company had four significant components of debt at March 31, 1998: a credit agreement under which $46.2 million was outstanding ($40.0 million of which was refinanced in April 1998 using proceeds received from the sale of the Company's Series A and Series B Senior Notes); $35.0 million of Senior Notes, without collateral, which bear interest at 6.87%; Industrial Development Bonds in the aggregate amount of $3.7 million with variable interest rates ranging from 3.55% to 4.05%; and capital leases aggregating $3.6 million bearing interest at rates ranging from 3.55% to 11.25%. On March 6, 1998, the Company amended its line of credit agreement to temporarily increase the amount available under the line of credit to $55.0 million from $30.0 million. Additionally, at that time, the restriction associated with the ratio of maximum funded debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") was adjusted for one year from 3.0:1.0 to 3.25:1.0. The amount available under the line of credit was subsequently reduced to $30.0 million on April 3, 1998 when the Company received the net proceeds from the sale of Series A and Series B Senior Notes in the amount of $40.0 million. The line of credit agreement expires on October 20, 2000 and is without collateral. It bears interest at rates related to IBOR or LIBOR plus 0.65% to 1.05% (0.75% at March 31, 1998, resulting in interest of 6.41%), or at prime less 0.5% (8.0% at March 31, 1998). At March 31, 1998, the Company had $46.2 million outstanding under the line of credit with $45 million bearing interest at a weighted average IBOR interest rate of 8
6.31% and additional borrowing capacity under the line of credit of $6.9 million. Of the total outstanding under the line of credit agreement at March 31, 1998, $40.0 million was included in long term debt in the accompanying consolidated balance sheet as proceeds received in April 1998 from the sale of senior notes were used to retire this amount of borrowings. In April 1998, the Company issued $40.0 million of senior notes, without collateral. Proceeds received from the sale of senior notes were used to reduce amounts outstanding under the Company's line of credit agreement. The notes were issued in two series: Series A Senior Notes for $10.0 million bearing interest at 6.63%, which mature on April 1, 2005, with semi-annual interest payments due in April and October, and equal principal payments commencing on April 1, 1999; and Series B Senior Notes for $30.0 million bearing interest at 6.91%, which mature on April 1, 2008, with semi-annual interest payments due in April and October, and equal principal payments commencing on April 1, 2002. The Company also has $35.0 million of 6.87% Senior Notes outstanding, without collateral, which mature on November 15, 2007, and require semi-annual interest payments in November and May, and equal annual principal payments commencing on November 15, 2001 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 line of credit 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. ACQUISITIONS AND GOODWILL. On March 6, 1998, the Company acquired all of the outstanding capital stock of Southwestern and P&H, both Texas corporations. The Company paid a purchase price of $40.1 million in cash, which is subject to a post-closing adjustment based upon changes in the working capital from February 28, 1998 to the closing date and the amount of outstanding indebtedness of the purchased companies at the closing date. The excess of the acquisition cost over the fair value of the net assets acquired, of approximately $19.3 million, is being amortized over 40 years, using the straight-line method. (SEE NOTE 4 OF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.) The principal business of both Southwestern and P&H is the manufacture and sale of structural and mechanical tubing products. Southwestern owns and operates a manufacturing facility in Houston, Texas. P&H Tube owns and operates a manufacturing facility in Bossier City, Louisiana. The Company will continue to operate the acquired plants, equipment and other property for the same purpose, and will operate each of the companies as separate wholly owned subsidiaries of the Company. RECENT ACCOUNTING PRONOUNCEMENTS. In June 1997, the Financial Accounting Standards Board ("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. 9
Also in June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("SFAS 131"). This statement will change the way public companies report information about segments of their business in their annual financial statements and requires them to report selected segment information in their quarterly reports issued to shareholders. It also requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and earns revenues and its major customers. This statement is effective for fiscal years beginning after December 15, 1997. In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits" ("SFAS 132"). This statement revises employers' disclosures about pension and other postretirement benefit plans. It does not change the measurement or recognition of those plans. The statement suggests combined formats for presentation of pension and other postretirement benefit disclosures. This statement is effective for fiscal years beginning after December 15, 1997. The Company's management has studied the implications of SFAS 130, SFAS 131 and SFAS 132, and based on the initial evaluation, expects the adoption to have no impact on the Company's financial condition or results of operations, but will require revised disclosures when the respective statements become effective. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Substantially all of the Company's liquid investments are at fixed interest rates, and therefore the fair value of these investments is affected by changes in market interest rates. However, substantially all of the Company's liquid investments mature within one year. As a result, the Company believes that the market risk arising from its holdings of financial instruments is minimal. 10
PART II - OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES During the first quarter of 1998, the Company sold securities without registration under the Securities Act of 1933, as amended (the "Securities Act") upon the exercise of certain stock options granted under the Company's stock option plans. An aggregate of 20,633 shares of Common Stock were issued at exercise prices ranging from $0.87 to $0.90. These transactions were effected in reliance upon the exemption from registration under the Securities Act provided by Rule 701 promulgated by the Securities and Exchange Commission pursuant to authority granted under Section 3(b) of the Securities Act. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The exhibits filed as part of this report are listed below: Exhibit No. ----------- 10.14 Stock Purchase Agreement dated March 6, 1998 by and among Northwest Pipe Company, Southwestern Pipe, Inc., P&H Tube Corporation, Lewis Family Investments Partnership, Ltd., Philip C. Lewis, Hosea E. Henderson, Don S. Brzowski, William H. Cottle, Barry J. Debroeck, Horace M. Jordan and William B. Stuessy (the "Stock Purchase Agreement") * 10.15 Fourth Amendment to Loan Agreement dated March 26, 1998 ** 10.16 Note Purchase Agreement dated April 1, 1998 (certain schedules to the Agreement have been omitted)** 27.1 Financial Data Schedule ** 27.2 Restated Financial Data Schedule for fiscal year 1996 and Quarters 2 and 3 of fiscal year 1996 ** 27.3 Restated Financial Data Schedule for Quarters 1, 2 and 3 of fiscal year 1997 ** * Incorporated by reference to Exhibits to the Company's Report on Form 8-K (as filed with the Securities and Exchange Commission on March 20, 1998). ** Filed herewith. (b) Reports on Form 8-K A Current Report on Form 8-K was filed with the Securities and Exchange Commission on March 20, 1998 disclosing the acquisition of Southwestern Pipe, Inc. and P&H Tube Corporation. No financial statements were filed as part of this report. No other reports on Form 8-K were filed during the quarter ended March 31, 1998. 11
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: May 15, 1998 NORTHWEST PIPE COMPANY By: /s/ WILLIAM R. TAGMYER ---------------------- William R. Tagmyer Chairman of the Board and Chief Executive Officer (Principal Executive Officer) By: /s/ JOHN D. MURAKAMI -------------------- John D. Murakami Vice President, Chief Financial Officer (Principal Financial Officer) 12