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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 March 31, 2003



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 0-18050



PW EAGLE, INC.

(Exact name of registrant as specified in its Charter)



|MINNESOTA                |  | 41-1642846                          
|------------------------ |  | ------------------------------------
|(State of incorporation) |  | (I.R.S. Employer Identification No.)



222 South
Ninth Street, Suite 2880

Minneapolis, Minnesota 55402

(Address of principal executive offices)



Registrants telephone number, including area code: (612) 305-0339



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 ̈



Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act).



Yes ̈No x



The number of shares of the registrants Common Stock,
$.01 par value per share, outstanding as of May 14, 2003 was 7,173,850.



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PW EAGLE, INC.



INDEX



|PART I.  |  |            |  | FINANCIAL INFORMATION                                                                                    |  | PAGE NO.
|-------- |  | ---------- |  | -------------------------------------------------------------------------------------------------------- |  | --------
|        
|         |  | ITEM 1.    |  | CONDENSED FINANCIAL STATEMENTS                                                                           |  |         
|        
|         |  |            |  | Condensed Consolidated Statements of Operations  Three Months Ended March 31, 2003 and 2002 (Unaudited) |  | 3       
|        
|         |  |            |  | Condensed Consolidated Balance Sheets  March 31, 2003 (Unaudited) and December 31, 2002                 |  | 4       
|        
|         |  |            |  | Condensed Consolidated Statements of Cash Flows  Three Months Ended March 31, 2003 and 2002 (Unaudited) |  | 5       
|        
|         |  |            |  | Notes to Condensed Financial Statements                                                                  |  | 6       
|        
|         |  | ITEM 2.    |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                    |  | 14      
|        
|         |  | ITEM 3.    |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                               |  | 18      
|        
|         |  | ITEM 4.    |  | CONTROLS AND PROCEDURES                                                                                  |  | 19      
|        
|PART II. |  |            |  | OTHER INFORMATION                                                                                        |  |         
|        
|         |  | ITEM 1.    |  | LEGAL PROCEEDINGS                                                                                        |  | 19      
|        
|         |  | ITEM 2.    |  | CHANGES IN SECURITIES AND USE OF PROCEEDS                                                                |  | 19      
|        
|         |  | ITEM 3.    |  | DEFAULTS UPON SENIOR SECURITIES                                                                          |  | 19      
|        
|         |  | ITEM 4.    |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                      |  | 19      
|        
|         |  | ITEM 5.    |  | OTHER INFORMATION                                                                                        |  | 19      
|        
|         |  | ITEM 6.    |  | EXHIBITS AND REPORTS ON FORM 8-K                                                                         |  | 20      
|        
|         |  | SIGNATURES |  | 21                                                                                                      





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PART I.     FINANCIAL INFORMATION



ITEM 1.     CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



PW EAGLE, INC.

---

Condensed Consolidated Statement of Operations  Three Months Ended March 31, 2003 and 2002 (Unaudited)

(in thousands, except per share amounts)



|                                            |  | Three months ended March 31, |       
|------------------------------------------- |  | ---------------------------- | ------
|                                            |  | 2003                         |       
|Net sales                                   |  | $                            | 70,567
|                                           
|Cost of goods sold                          |  |                              | 59,467
|                                            |  |                              |       
|Gross profit                                |  |                              | 11,100
|                                           
|Operating expenses:                         |  |                              |       
|Selling expenses                            |  |                              | 6,589 
|General and administrative expenses         |  |                              | 2,820 
|                                            |  |                              |       
|                                            |  |                              | 9,409 
|                                            |  |                              |       
|                                           
|Operating income (loss)                     |  |                              | 1,691 
|                                           
|Non-operating expenses (income):            |  |                              |       
|Interest expense                            |  |                              | 2,588 
|Other, net                                  |  |                              | 4     
|                                            |  |                              |       
|                                            |  |                              | 2,592 
|                                            |  |                              |       
|                                           
|Loss before income taxes                    |  |                              | (901  
|                                           
|Income tax benefit                          |  |                              | (345  
|                                            |  |                              |       
|                                           
|Net loss                                    |  | $                            | (556  
|                                            |  |                              |       
|                                           
|Loss per common share:                      |  |                              |       
|Basic                                       |  | $                            | (0.08 
|                                            |  |                              |       
|Diluted                                     |  | $                            | (0.08 
|                                            |  |                              |       
|                                           
|Weighted average common shares outstanding: |  |                              |       
|Basic                                       |  |                              | 6,820 
|Diluted                                     |  |                              | 6,820 



The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.





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PW EAGLE, INC.

---

Condensed
Consolidated Balance Sheet  March 31, 2003 and December 31, 2002

(in thousands, except share and per
share amounts)



|                                                                                                                                                                           |  | March 31, 2003 |         |   | December 31, 2002 |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | - | ----------------- | -
|ASSETS                                                                                                                                                                     |  | (Unaudited)    |         |   |                   |  
|Current assets:                                                                                                                                                            |  |                |         |   |                   |  
|Cash and cash equivalents                                                                                                                                                  |  | $              | 2,508   |   |                   | $
|Accounts receivable, net                                                                                                                                                   |  |                | 42,731  |   |                   |  
|Inventories                                                                                                                                                                |  |                | 60,091  |   |                   |  
|Deferred income taxes                                                                                                                                                      |  |                | 1,766   |   |                   |  
|Receivable for purchase price                                                                                                                                              |  |                | 3,574   |   |                   |  
|Other                                                                                                                                                                      |  |                | 1,348   |   |                   |  
|                                                                                                                                                                           |  |                |         |   |                   |  
|Total current assets                                                                                                                                                       |  |                | 112,018 |   |                   |  
|                                                                                                                                                                          
|Restricted cash                                                                                                                                                            |  |                | 150     |   |                   |  
|Property and equipment, net                                                                                                                                                |  |                | 75,058  |   |                   |  
|Goodwill                                                                                                                                                                   |  |                | 3,651   |   |                   |  
|Intangible assets                                                                                                                                                          |  |                | 3,768   |   |                   |  
|Other assets                                                                                                                                                               |  |                | 7,482   |   |                   |  
|                                                                                                                                                                           |  |                |         |   |                   |  
|Total assets                                                                                                                                                               |  | $              | 202,127 |   |                   | $
|                                                                                                                                                                           |  |                |         |   |                   |  
|                                                                                                                                                                          
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                       |  |                |         |   |                   |  
|Current liabilities:                                                                                                                                                       |  |                |         |   |                   |  
|Borrowings under revolving credit facility                                                                                                                                 |  | $              | 46,236  |   |                   | $
|Current maturities of long-term debt                                                                                                                                       |  |                | 4,046   |   |                   |  
|Accounts payable                                                                                                                                                           |  |                | 36,768  |   |                   |  
|Book overdraft                                                                                                                                                             |  |                | 5,016   |   |                   |  
|Accrued liabilities                                                                                                                                                        |  |                | 12,611  |   |                   |  
|                                                                                                                                                                           |  |                |         |   |                   |  
|Total current liabilities                                                                                                                                                  |  |                | 104,677 |   |                   |  
|                                                                                                                                                                          
|Other long-term liabilities                                                                                                                                                |  |                | 9,073   |   |                   |  
|Long-term debt, less current maturities                                                                                                                                    |  |                | 18,313  |   |                   |  
|Financing lease obligation, less current maturities                                                                                                                        |  |                | 13,084  |   |                   |  
|Senior subordinated debt                                                                                                                                                   |  |                | 30,590  |   |                   |  
|                                                                                                                                                                           |  |                |         |   |                   |  
|Total liabilities                                                                                                                                                          |  |                | 175,737 |   |                   |  
|                                                                                                                                                                           |  |                |         |   |                   |  
|Commitments and contingencies                                                                                                                                              |  |                |         |   |                   |  
|Stockholders equity:                                                                                                                                                      |  |                |         |   |                   |  
|Series A preferred stock; 7% cumulative dividend; convertible; $2 per share liquidation
preference; no par value; authorized 2,000,000 shares; none issued and outstanding |  |                |        |   |                   |  
|Undesignated stock; $.01 par value; authorized 14,490,000 shares; none issued and
outstanding                                                                              |  |                |        |   |                   |  
|Stock warrants                                                                                                                                                             |  |                | 6,936   |   |                   |  
|Common stock; $.01 par value; authorized 30,000,000 shares; issued and outstanding
7,173,850 and 7,002,950 shares, respectively                                            |  |                | 72      |   |                   |  
|Class B common stock; $.01 par value; 3,500,000 shares authorized; none issued and
outstanding                                                                             |  |                |        |   |                   |  
|Additional paid-in capital                                                                                                                                                 |  |                | 31,055  |   |                   |  
|Unearned compensation                                                                                                                                                      |  |                | (1,080  | ) |                   |  
|Notes receivable from officers and employees on common stock purchases                                                                                                     |  |                | (835    | ) |                   |  
|Accumulated other comprehensive income                                                                                                                                     |  |                | 52      |   |                   |  
|Retained earnings (accumulated deficit)                                                                                                                                    |  |                | (9,810  | ) |                   |  
|                                                                                                                                                                           |  |                |         |   |                   |  
|Total stockholders equity                                                                                                                                                 |  |                | 26,390  |   |                   |  
|                                                                                                                                                                           |  |                |         |   |                   |  
|Total liabilities and stockholders equity                                                                                                                                 |  | $              | 202,127 |   |                   | $
|                                                                                                                                                                           |  |                |         |   |                   |  



The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.





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PW EAGLE, INC.

---

Condensed
Consolidated Statement of Cash Flows  Three Months Ended March 31, 2003 and 2002 (Unaudited)

(in
thousands)



|                                                                                         |  | Three months ended March 31, |        
|---------------------------------------------------------------------------------------- |  | ---------------------------- | -------
|                                                                                         |  | 2003                         |        
|Cash flows from operating activities:                                                    |  |                              |        
|Net loss                                                                                 |  | $                            | (556   
|Adjustments to reconcile net loss to net cash (used in) provided by operating
activities |  |                              |        
|Loss (gain) on disposal of fixed assets                                                  |  |                              | 11     
|Depreciation and amortization                                                            |  |                              | 2,402  
|Amortization of debt issue costs, discounts and premiums                                 |  |                              | 442    
|Deferred income taxes                                                                    |  |                              | (74    
|Issuance of subordinated debt for interest payment                                       |  |                              | 173    
|Non-cash compensation                                                                    |  |                              | 51     
|Change in operating assets and liabilities                                               |  |                              | (7,365 
|                                                                                         |  |                              |        
|Net cash used in operating activities                                                    |  |                              | (4,916 
|                                                                                         |  |                              |        
|                                                                                        
|Cash flows from investing activities:                                                    |  |                              |        
|Purchases of property and equipment                                                      |  |                              | (616   
|Purchase of Extrusion Technologies, Inc.                                                 |  |                              | (22,415
|Proceeds from property and equipment disposals                                           |  |                              | 38     
|Payments on notes receivable                                                             |  |                              |       
|                                                                                         |  |                              |        
|Net cash (used in) provided by investing activities                                      |  |                              | (22,993
|                                                                                         |  |                              |        
|                                                                                        
|Cash flows from financing activities:                                                    |  |                              |        
|Change in cash overdraft                                                                 |  |                              | (5,294 
|Net borrowings under revolving credit facility                                           |  |                              | 31,200 
|Proceeds from financing lease obligation                                                 |  |                              |       
|Payment on financing lease obligation                                                    |  |                              | (23    
|Proceeds from long-term debt                                                             |  |                              | 5,000  
|Repayment of long-term debt                                                              |  |                              | (664   
|Issuance of common stock                                                                 |  |                              | 226    
|Payment of debt issuance/financing costs                                                 |  |                              | (365   
|                                                                                         |  |                              |        
|Net cash provided by financing activities                                                |  |                              | 30,080 
|                                                                                         |  |                              |        
|                                                                                        
|Net change in cash and cash equivalents                                                  |  |                              | 2,171  
|Cash and cash equivalents at beginning of period                                         |  |                              | 337    
|                                                                                         |  |                              |        
|                                                                                        
|Cash and cash equivalents at end of period                                               |  | $                            | 2,508  
|                                                                                         |  |                              |        



The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.





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PW EAGLE, INC.

---

Notes to
Condensed Consolidated Financial Statements (Unaudited)



|1. |  | Presentation
|-- |  | ------------



On March 14, 2003, PW Eagle, Inc. acquired Uponor ETI Company as described in Note 4. The acquisition is included in the March 31, 2003 balance sheet
and all operating results and cash flows have been included in the statements of income and cash flows for the 18-day period from the acquisition date through March 31, 2003.



In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments
(consisting of only normal recurring accruals) necessary to present fairly the financial position of PW Eagle, Inc. (the Company) at March 31, 2003, and the results of its operations and cash flows for the three month periods ended March
31, 2003 and 2002. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to
the rules and regulations of the Securities and Exchange Commission. Although the Companys management believes that the disclosures are adequate to make the information presented not misleading, it is suggested that these condensed
consolidated financial statements be read in conjunction with the financial statements of the Company included with its Annual Report on Form 10-K for the year ended December 31, 2002.



Certain reclassifications were made to the prior year financial statements to conform to the March 31, 2003 presentation.
Such reclassifications have no effect on net income or stockholders equity as previously stated.



|2. |  | New Accounting Pronouncements
|-- |  | -----------------------------



Effective January 1, 2003 the Company adopted SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires the recognition
of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the carrying amount of the related long-lived asset is correspondingly increased. Over time, the liability is accreted
to its present value and the related capitalized charge is depreciated over the useful life of the asset. The Company adopted SFAS No. 143 effective January 1, 2003. The adoption of SFAS No. 143 did not have a material impact on the Companys
consolidated financial statements.



Effective January 1, 2003,
the Company adopted SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. The standard requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the
date of a commitment to an exit or disposal plan. Costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, plant closing, or other exit or
disposal activity. This statement is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The adoption of SFAS No. 146 has not had a material impact on the Companys consolidated financial statements as
no exit or disposal activities were initiated in fiscal 2003.



|3. |  | Other Financial Statement Data
|-- |  | ------------------------------



The following provides additional information concerning inventory (in thousands):



|               |  | March 31, 2003 |        | December 31, 2002
|-------------- |  | -------------- | ------ | -----------------
|Raw materials  |  | $              | 10,939 |                  
|Finished goods |  |                | 49,152 |                  
|               |  |                |        |                  
|               |  | $              | 60,091 |                  
|               |  |                |        |                  





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The following provides supplemental disclosure of significant non-cash operating, investing and financing
activities (in thousands):



|                                                                                                                                       |  | March 31, 2003 |     | March 31, 2002
|-------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | --- | --------------
|Receivable related to the sale of the Hillsboro facility (included in other current
assets and gain on sale of fixed assets)           |  | $              |    |               
|Receivable related to the sale-leaseback transaction (included in other current assets
and capital lease obligation)                   |  |                |    |               
|Deferred financing costs related to the sale-leaseback transaction (included in other
non-current assets and capital lease obligation) |  |                |    |               
|Issuance of warrant related to sale-leaseback transaction                                                                              |  |                |    |               
|Issuance of warrant related to the acquisition of ETI                                                                                  |  |                | 640 |               
|Issuance of restricted stock                                                                                                           |  |                | 233 |               



|4. |  | Acquisition
|-- |  | -----------



On March 14, 2003, PW Eagle, Inc. acquired all of the outstanding stock of Uponor ETI Company (Uponor), a subsidiary of Uponor Oyj, a Finish company (the
Acquisition). In connection with the Acquisition, Uponor ETI Company was merged with and into Extrusion Technologies, Inc., a wholly-owned subsidiary of PW Eagle formed specifically to acquire Uponor.





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ETI is a technology leader in the North American polyvinyl chloride (PVC) pipe market for municipal
engineering applications. ETI produces approximately 200 million pounds of PVC pipe annually in diameters ranging from 4 to 36 inches. Their products are used for water transmission and sanitary, storm sewer and roadway drainage applications.
ETIs Ultraline of products utilizes proprietary processes or designs which result in superior strength-to-weight characteristics relative to competitive products. ETIs Ultra product Ultra Blue
incorporates a proprietary molecular-oriented manufacturing process to create PVC pressure pipe that, despite its thinner wall, provides greater impact strength and flow capacity while yielding comparable pressure ratings as conventional PVC
pressure pipe.



In addition to its PVC pipe products, ETI has a
wholly-owned subsidiary, Mid-States Plastics, Inc., which manufactures plastic water meter boxes used in the construction industry.



For the year ended December 31, 2002, ETI had net sales of $89.0 million. Approximately 31% of the net sales of ETI are from sales of its Ultra
products, approximately 8% of its net sales are from Mid-States and the balance is from conventional PVC pipe products. ETI has production facilities in Texas, West Virginia, Missouri and Kentucky, and its operating headquarters is in Denver,
Colorado. PW Eagle intends to continue to use ETIs production facilities and equipment as historically utilized for the production of ETIs PVC pipe products, Ultra Blue products and plastic water meter boxes.



The purchase price for Uponor ETI of $26.8 million is comprised
of cash payments of $22.0 million, a licensing agreement valued at $7.8 million and $0.6 million of transaction fees, net of a preliminary working capital adjustment of $3.6 million. The purchase price for Uponor ETI is subject to a working capital
adjustment, to be finalized in the near future, which will result in a cash settlement between Uponor North America and ETI. Under a licensing agreement with Uponor Innovation AB, ETI will pay a minimum of $8.0 million and a maximum of $12.0 million
in royalties based on the sales of the Ultra products over the next eight years. Payments will be made quarterly based on actual sales. The licensing agreement has been recorded at its net present value of $7.8 million, including an unsecured
promissory note of $0.2 million that was issued to Uponor North America. The note bears an interest rate of 7% and requires quarterly payments of $10,000 commencing on March 31, 2003 and ending on December 31, 2010. Under the terms of the promissory
note, all payments on this note reduce amounts due under the licensing agreement.



The Acquisition has been accounted for as a purchase business combination. The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed based on their estimated fair values as follows
(in millions):



|Current assets                |  | $ | 24.2  |  
|----------------------------- |  | - | ----- | -
|Property, plant and equipment |  |   | 18.2  |  
|Intangible assets             |  |   | 3.8   |  
|Current liabilities           |  |   | (15.6 | )
|Non-current tax liabilities   |  |   | (3.6  | )
|Other long-term liabilities   |  |   | (0.2  | )
|                              |  |   |       |  
|                              |  | $ | 26.8  |  
|                              |  |   |       |  



Acquired intangible
assets consist of customer relationships, manufacturing technology, patents and trademarks.





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The purchase price allocation will be finalized upon receipt of final valuations of specifically
identifiable intangible assets and property, plant and equipment, as well as finalization of the working capital adjustment and other analyses. These events are expected to occur in the quarter ending June 30, 2003.



The acquisition was financed with an equity contribution from PW Eagle to ETI
of $7.0 million from PW Eagles revolving line of credit, a $5.0 million Term Note under ETIs new Senior Credit Facility and a $10.0 million draw under ETIs Revolving Credit Facility (see Note 6). ETI will be operated as a
stand-alone, wholly-owned subsidiary of PW Eagle, with each entity responsible for its own debts and obligations without any guaranties or cross defaults.



The following unaudited pro forma condensed consolidated statements of operations have been derived by the application of pro forma adjustments to PW
Eagle and Uponor ETIs historical financial statements and are based on the estimates and assumptions set forth below and in the notes to the unaudited pro forma financial information included in the Companys Form 8-K/A filed in May of
2003.



The unaudited pro forma combined results of
operations as if the Acquisition occurred on the first day of each period presented are as follows (in thousands except per share amounts):



|                           |  | Three Months Ended March 31, |       
|-------------------------- |  | ---------------------------- | ------
|                           |  | 2003                         |       
|Net Sales                  |  | $                            | 91,258
|Net Income (loss)          |  |                              | (504  
|Basic earnings per share   |  | $                            | (0.07 
|Diluted earnings per share |  |                              | (0.07 



The unaudited pro forma
results include amortization of the acquired intangibles described above, depreciation of acquired property, plant and equipment and interest expense on debt assumed to finance the Acquisition. The unaudited pro forma results also include the impact
of a $1.35 million fair value inventory adjustment recorded in connection with the purchase accounting. The pro forma results are not necessarily indicative of what actually would have occurred if the acquisition had been completed on January 1,
2002, nor are they necessarily indicative of future consolidated results.





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|5. |  | Goodwill and Intangible Assets
|-- |  | ------------------------------



The Company completed its most recent annual test for impairment of goodwill and intangible assets in the third quarter of fiscal 2002, with no change in
the carrying value of goodwill recorded. As of March 31, 2003, there have been no events or circumstances that would indicate an impairment of the Companys goodwill and intangible assets exists.



In connection with the Acquisition, the Company acquired intangible assets
consisting of customer relationships, manufacturing technology, patents and trademarks. These assets have been preliminarily valued at $3.8 million in total and will be amortized over seven years using the straight line basis. As of March 31, 2003,
amortization expense and accumulated amortization is $17,000. Estimated annual amortization expense is $423,000 for fiscal 2003 and $541,000 thereafter.



|6. |  | Financing Arrangements
|-- |  | ----------------------



In connection with the Acquisition, ETI entered into a Senior Credit Facility with Fleet Capital Corp. and CIT Group/Business Credit, Inc. consisting of
(i) a Revolving Credit Facility of $25 million less the outstanding balance on the ETI Term Note and the ETI Equipment Notes, (ii) a $5 million Term Note and (iii) potential Equipment Notes of up to $1.5 million. The ETI Revolving Credit Facility
bears an interest rate of LIBOR plus 2.75%. ETI is required to pay a fee of 0.5% on the unused portion of the Revolving Credit Facility. Principal payments on the ETI Term Note are due in quarterly payments of $250,000 beginning on June 30, 2003
until it is paid in full on August 20, 2005. The Term Note bears an interest rate of LIBOR plus 3.25%. Additional payments on the Term Note will be made annually commencing December 31, 2003 for a cumulative total of $1 million from Excess Cash
Flow, defined as EBITDA (Net Income plus interest, income taxes, depreciation, and amortization) minus non-financed capital expenditures, cash taxes, scheduled principal payments and cash interest. Payments on the ETI Equipment Notes will be made
monthly at 1/60th of the total Note balance until paid in full on August 20, 2005. The Equipment Notes bear an interest rate of LIBOR plus 3.25%. As of the date of Acquisition, there are no outstanding Equipment Notes.



Under this ETI Senior Credit Facility, ETI is required to comply with certain
restrictive financial ratios and covenants relating to minimum fixed charge coverage, minimum interest coverage, funded debt to EBITDA, and maximum capital expenditures as well as other customary covenants, representations, warranties, and funding
conditions. ETI is also required under the covenants to enter into a fixed rate agreement by April 1, 2003 with a minimum notional amount of $2,500,000. The ETI Senior Credit Facility is collateralized by nearly all of the assets of ETI.



In addition, PW Eagle amended its financing agreement with JP
Morgan Partners, LLC, among other parties (collectively, the Lenders), to acknowledge and reflect the purchase of ETI. In connection with this amendment, PW Eagle issued to the Lenders 10-year warrants to purchase an aggregate of 350,000
shares of PW Eagle common stock for $9.50 per share. The warrants become exercisable, if at all, on October 1, 2004. However, if PW Eagle is sold (whether in an asset sale, merger, or stock acquisition) for cash or for certain types of liquid
securities, the warrants will expire without having ever become exercisable. Similarly, if at October 1, 2004 PW Eagle has entered into a letter of intent (or other similar document) providing for its sale, the exercise date will be delayed to not
later than December 31, 2004, and the warrants will expire without having become exercisable if the sale is consummated prior to December 31, 2004. In all events, the warrants expire March 14, 2013 unless earlier terminated. The warrant was valued
at $640,000 and was recorded as an increase to stockholders equity and a discount on the subordinated debt. The discount is being amortized using the effective interest method as a yield adjustment over the term of the subordinated debt.



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Scheduled aggregate annual
maturities of amounts classified as debt obligations at March 31, 2003 are (in thousands):



|                                                               |  | Senior and Subordinated Debt and other notes |        | Financing Lease Obligation |   |         | Total | 
|-------------------------------------------------------------- |  | -------------------------------------------- | ------ | -------------------------- | - | ------- | ----- | 
|Nine months ending December 31, 2003                           |  | $                                            | 3,040  |                            | $ | 1,238   |       | 
|Year ended December 31: 2004                                   |  |                                              | 3,625  |                            |   | 1,651   |       | 
|2005                                                           |  |                                              | 25,624 |                            |   | 1,651   |       | 
|2006                                                           |  |                                              | 10,226 |                            |   | 1,651   |       | 
|2007                                                           |  |                                              | 10,227 |                            |   | 1,651   |       | 
|2008                                                           |  |                                              | 33     |                            |   | 1,651   |       | 
|Thereafter                                                     |  |                                              | 74     |                            |   | 21,348  |       | 
|                                                               |  |                                              |        |                            |   |         |       | 
|Total scheduled cash payments                                  |  |                                              | 52,849 |                            |   | 30,841  |       | 
|Less amounts representing interest                             |  |                                              |       |                            |   | (17,657 | )     | 
|                                                               |  |                                              |        |                            |   |         |       | 
|Total amounts classified as debt obligations at March 31, 2003 |  | $                                            | 52,849 |                            | $ | 13,184  |       | 
|                                                               |  |                                              |        |                            |   |         |       | 



Management estimates
that the fair market value of borrowing under the Senior Credit Facilities, Senior Subordinated Notes, and the financing lease obligation approximates the carrying value at March 31, 2003 as the applicable interest rates approximate current market
rates.



Under current financing agreements, the Company is
required to comply with certain restrictive financial ratios and covenants relating to minimum net worth, minimum fixed charge coverage, minimum interest coverage, funded debt to EBITDA (earnings before interest, taxes, depreciation and
amortization), and maximum capital expenditures, as well as other customary covenants, representations, warranties and funding conditions.



Maintenance of these ratios and covenants is of particular concern given the uncertain economic climate in the United States and price stability of PVC
pipe and PVC resin. In response, management has implemented various cost reduction efforts and continues to focus on reducing costs in order to maintain compliance with its debt covenants. These efforts include the 2001 restructuring of operations,
as well as the significant reduction in fixed and contractual charges associated with the Companys revised loan agreements and sale-leaseback transaction.



The Company was in compliance with all lender debt covenants as of March 31, 2003.



|7. |  | Comprehensive Income
|-- |  | --------------------



Comprehensive income for the Company includes net income (loss), changes in fair market value of financial instruments designated as hedges of interest
rate exposure and changes in fair market value of securities held for the non-qualified deferred compensation plans. Comprehensive income for the three months ended March 31, 2003 and 2002 was as follows (in thousands):



|                                                                                                                   |  | Three months ended March 31, |     
|------------------------------------------------------------------------------------------------------------------ |  | ---------------------------- | ----
|                                                                                                                   |  | 2003                         |     
|Net loss                                                                                                           |  | $                            | (556
|Other comprehensive income:                                                                                        |  |                              |     
|Changes in fair market value of financial instrument designated as a hedge of interest
rate exposure, net of taxes |  |                              |    
|Unrealized gain (loss) on securities from non-qualified deferred compensation
plans                                |  |                              | (22 
|                                                                                                                   |  |                              |     
|Total comprehensive loss                                                                                           |  | $                            | (578
|                                                                                                                   |  |                              |     



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|8. |  | Accounting for Stock-Based Compensation
|-- |  | ---------------------------------------



The Company has elected to continue to account for stock-based compensation using the intrinsic value method. Accordingly, no compensation expense has
been recorded for the stock option plan. Had the Company used the fair value-based method of accounting to measure compensation expense for its stock option plan and charged compensation expense against income over the vesting periods, net income
and the related basic and diluted per common share amounts would have been reduced to the following pro forma amounts (in thousands except per share amounts):



|                                                                   |  | Three Months Ended |      
|------------------------------------------------------------------ |  | ------------------ | -----
|                                                                   |  | March 31, 2003     |      
|Net earnings, as reported                                          |  | $                  | (556 
|Less total stock-based employee                                    |  |                    |      
|Compensation expense under the fair value-based method, net of tax |  |                    | (83  
|                                                                   |  |                    |      
|Pro forma net earnings                                             |  | $                  | (639 
|                                                                   |  |                    |      
|Basic net earnings per share                                       |  |                    |      
|As reported                                                        |  | $                  | (0.08
|Pro forma                                                          |  | $                  | (0.09
|Diluted net earnings per share                                     |  |                    |      
|As reported                                                        |  | $                  | (0.08
|Pro forma                                                          |  | $                  | (0.09



|9. |  | Earnings per Common Share
|-- |  | -------------------------



Basic earnings per common share is computed by dividing net income applicable to common stock by the weighted average number of common shares outstanding.
Diluted earnings per common share assumes the exercise of stock options and warrants using the treasury stock method, if dilutive. The following tables reflect the calculation of basic and diluted earnings per share (in thousands, except per share
amounts):



|                                                  |  | Three months ended |      
|------------------------------------------------- |  | ------------------ | -----
|                                                  |  | March 31, 2003     |      
|Net earnings available for per-share calculations |  | $                  | (556 
|                                                  |  |                    |      
|Weighted average shares  basic                   |  |                    | 6,820
|Effect of stock warrants                          |  |                    |     
|Effect of other dilutive securities               |  |                    |     
|                                                  |  |                    |      
|Weighted average shares  diluted                 |  |                    | 6,820
|                                                  |  |                    |      
|Net loss per share  basic                        |  | $                  | (0.08
|                                                  |  |                    |      
|Net loss per share  diluted                      |  | $                  | (0.08
|                                                  |  |                    |      



Options to purchase
1,052,350 and 1,102,125 shares of common stock, warrants to purchase 2,410,542 and 2,060,542 shares of common stock, and 330,350 and 182,500 shares of unvested restricted stock were outstanding at March 31, 2003 and 2002, respectively, but were not
included in the computation of diluted EPS because inclusion of these shares would be anti-dilutive.



|10. |  | Guarantees
|--- |  | ----------



Product warranties: The Companys products are generally guaranteed against defects in material and workmanship for one year. The product
warranty liability is reviewed regularly by management to insure



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the Companys warranty allowance is adequate based on frequency and average cost of historical
warranty claims activity. Management studies trends of warranty claim activity to improve pipe quality and pipe installation techniques to minimize future claims activity (in thousands).



|                                                                             |  | March 31, 2003 |     |   | December 31, 2002 |  
|---------------------------------------------------------------------------- |  | -------------- | --- | - | ----------------- | -
|Accrual for product warranties  beginning of year                           |  | $              | 200 |   |                   | $
|Accruals for warranties issued during the period                             |  |                | 22  |   |                   |  
|Accruals related to pre-existing warranties (including changes in estimates) |  |                | 0   |   |                   |  
|Settlements made during the year                                             |  |                | (17 | ) |                   |  
|                                                                             |  |                |     |   |                   |  
|Accrual for product warranties  end of period / year                        |  | $              | 205 |   |                   | $
|                                                                             |  |                |     |   |                   |  



Standby letters of
credit: The Company is required to maintain standby letters of credit totaling $2.3 million. These letters of credit guarantee payment to third parties in the event the Company is unable to pay in a timely manner. Standby letters of credit
reduce the funds available under the revolving credit facility by $2.3 million. No amounts were drawn on these letters of credit for the period ending March 31, 2003.



|11. |  | Litigation
|--- |  | ----------



We are from time to time a party to various claims and litigation matters incidental to our normal course of business. We are not a party to any material
litigation and are not aware of any threatened litigation that would have a material adverse effect on our business.



|12. |  | Restricted Stock and Stock Option Grants
|--- |  | ----------------------------------------



On March 6, 2003, the Company issued a restricted stock grant for 8,000 shares and granted an incentive stock option to purchase 4,000 shares to an
officer of the Company. The options and restricted stock were issued at fair market value effective March 6, 2003 and vest over four and five years, respectively. The Company relied on the exemption from registration provided by Section 4(2) of the
Securities Act of 1933. The certificate representing the shares bears a standard restrictive securities legend.



On March 14, 2003, the Company issued restricted stock grants of 52,900 shares and granted incentive stock options to purchase 106,100 shares to managers and key employees of ETI. The restricted stock
and options will be issued at fair market value effective March 14, 2003 and vest over 5 years. The Company relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. The certificate representing the shares
bears a standard restrictive securities legend.





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ITEM 2.    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS



PW EAGLE, INC.

---



The following table sets forth items from our Statement of Operations as a percentage of net sales:



|                         |  | Three months ended March 31, |   
|------------------------ |  | ---------------------------- | --
|                         |  | 2003                         |   
|Net sales                |  | 100.0                        | % 
|Cost of goods sold       |  | 84.3                         |   
|Gross profit             |  | 15.7                         |   
|Operating expenses       |  | 13.3                         |   
|Operating (loss) income  |  | 2.4                          |   
|Non-operating expense    |  | 3.7                          |   
|Loss before income taxes |  | (1.3                         | ) 
|Income tax benefit       |  | (0.5                         | ) 
|Net loss                 |  | (0.8                         | )%



We posted first quarter
net sales in 2003 of $71 million, an increase of 33% from 2002 to 2003. The increase in net sales was primarily the result of our pipe prices increasing by 38% in the first quarter of 2003 as compared to the same period in 2002. In addition, ETI
added net sales of $6.5 million for the last 18 days of the quarter. Product prices increased in response to increasing raw material costs and good demand for our products. While demand for our products was good, pipe pounds sold decreased by 2% in
the first quarter of 2003 as compared to the same period in 2002. Pipe pounds sold include ETI sales pounds for the last 18 days of the quarter. Without ETI sales, pipe pounds sold decreased 9%. We believe that pipe pounds sold in the first quarter
of 2002, which were 21% greater than the same period in 2001, were inflated by distributors restocking their reduced inventories and not representative of a normal first quarter. The first quarter of 2001 is more indicative of a normal first
quarter. Pipe pounds sold in the first quarter of 2003 increased 19% with ETI pounds sold and 9% without ETI pipe pounds sold as compared to the first quarter of 2001.



Gross profit, as a percentage of net sales, increased by 4% in the first quarter of 2003 as compared to the same period in
2002. Increasing raw material prices and good demand for our products allowed us to raise our product prices and increase our gross margin. PVC prices increased by six cents per pound during the quarter due to increased raw material costs for PVC
driven by increasing natural gas costs and good demand for PVC. The increase in gross profit percent was decreased due to one-time purchase accounting costs associated with the finished goods inventory acquired with the acquisition of Uponor ETI
Company. Absent these costs totaling $970,000, gross profit would have increased 5%.



The decrease in operating expenses, as a percentage of net sales, from 2002 to 2003 is the result of increased sales in combination with relatively stable fixed operating expenses.



The decrease in non-operating expenses, as a percentage of net sales, from
2002 to 2003 is the result of decreasing interest rates and a decrease in the average debt outstanding for the the first quarter of 2003 compared to 2002. Offsetting this decrease in non-operating expenses was the sale of our Hillsboro manufacturing
facility in 2002 for a gain of approximately $0.3 million.



The
income tax provisions for the quarters ended March 31, 2003 and 2002 were calculated based on managements then-current estimates of the annual effective rate for the year. The estimated effective tax rate was approximately 38% for both periods
presented.



Liquidity and Capital Resources



On March 14, 2003, PW Eagle, Inc. acquired all of the outstanding stock of
Uponor ETI Company (Uponor), a subsidiary of Uponor Oyj, a Finish company. In connection with the acquisition, Uponor ETI Company was merged with and into a wholly-owned subsidiary of PW Eagle formed specifically to acquire Uponor. Uponor will be
operated as a wholly-owned subsidiary of PW Eagle under the name Extrusion Technology, Inc. (ETI). For a complete description of the acquisition of Uponor ETI, see Note 4 on page 8.





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In connection with the Acquisition, ETI entered into a Senior Credit Facility with Fleet Capital Corp. and
CIT Group/Business Credit, Inc. consisting of (i) a Revolving Credit Facility of $25 million less the outstanding balance on the ETI Term Note and the ETI Equipment Notes, (ii) a $5 million Term Note and (iii) potential Equipment Notes of up to $1.5
million. The ETI Revolving Credit Facility bears an interest rate of LIBOR plus 2.75%. ETI is required to pay a fee of 0.5% on the unused portion of the Revolving Credit Facility. Principal payments on the ETI Term Note are due in quarterly payments
of $250,000 beginning on June 30, 2003 until it is paid in full on August 20, 2005. The Term Note bears an interest rate of LIBOR plus 3.25%. Additional payments on the Term Note will be made annually commencing December 31, 2003 for a cumulative
total of $1 million from Excess Cash Flow, defined as EBITDA (Net Income plus interest, income taxes, depreciation, and amortization) minus non-financed capital expenditures, cash taxes, scheduled principal payments and cash interest. Payments on
the ETI Equipment Notes will be made monthly at 1/60th of the total Note balance until paid in full on August 20, 2005. The Equipment Notes bear an interest rate of LIBOR plus 3.25%. As of the date of Acquisition, there are no outstanding Equipment
Notes.



Under this ETI Senior Credit Facility, ETI is required to
comply with certain restrictive financial ratios and covenants relating to minimum fixed charge coverage, minimum interest coverage, funded debt to EBITDA, and maximum capital expenditures as well as other customary covenants, representations,
warranties, and funding conditions. ETI is also required under the covenants to enter into a fixed rate agreement by April 1, 2003 with a minimum notional amount of $2,500,000. The ETI Senior Credit Facility is collateralized by nearly all of the
assets of ETI.



In addition, PW Eagle amended its financing
agreement with JP Morgan Partners, LLC, among other parties (collectively, the Lenders), to acknowledge and reflect the purchase of ETI. In connection with this amendment, PW Eagle issued to the Lenders 10-year warrants to purchase an
aggregate of 350,000 shares of PW Eagle common stock for $9.50 per share. The warrants become exercisable, if at all, on October 1, 2004. However, if PW Eagle is sold (whether in an asset sale, merger, or stock acquisition) for cash or for certain
types of liquid securities, the warrants will expire without having ever become exercisable. Similarly, if at October 1, 2004 PW Eagle has entered into a letter of intent (or other similar document) providing for its sale, the exercise date will be
delayed to not later than December 31, 2004, and the warrants will expire without having become exercisable if the sale is consummated prior to December 31, 2004. In all events, the warrants expire March 14, 2013 unless earlier terminated. The
warrant was valued at $640,000 and was recorded as an increase to stockholders equity and a discount on the subordinated debt. The discount is being amortized using the effective interest method as a yield adjustment over the term of the
subordinated debt.





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The Companys obligations
under various long-term debt arrangements, including the new ETI Senior Credit Facility, operating leases and other arrangements, are as follows (in thousands):



|Scheduled Contractual Obligations |  | Total |        | 2003 |   | 2004  |  | 2005 |       | 2006 |   | 2007   |  | 2008 |        | Thereafter
|--------------------------------- |  | ----- | ------ | ---- | - | ----- |  | ---- | ----- | ---- | - | ------ |  | ---- | ------ | ----------
|Term Notes                        |  | $     | 21,700 |      | $ | 2,700 |  | $    | 3,600 |      | $ | 15,400 |  | $    |       |           
|Senior Subordinated Notes         |  |       | 30,589 |      |   |      |  |      |      |      |   | 10,196 |  |      | 10,196 |           
|Capital lease obligation          |  |       | 30,841 |      |   | 1,238 |  |      | 1,651 |      |   | 1,651  |  |      | 1,651  |           
|Operating leases                  |  |       | 4,060  |      |   | 1,131 |  |      | 1,072 |      |   | 387    |  |      | 349    |           
|Other notes                       |  |       | 560    |      |   | 340   |  |      | 25    |      |   | 28     |  |      | 30     |           
|                                  |  |       |        |      |   |       |  |      |       |      |   |        |  |      |        |           
|                                  |  | $     | 87,750 |      | $ | 5,409 |  | $    | 6,348 |      | $ | 27,662 |  | $    | 12,226 |           
|                                  |  |       |        |      |   |       |  |      |       |      |   |        |  |      |        |           



The Company is required
to maintain standby letters of credit totaling $2.3 million. These letters of credit guarantee payment to third parties in the event the Company is unable to pay in a timely manner. Standby letters of credit reduce the funds available under the
revolving credit facility by $2.3 million. No amounts were drawn on these letters of credit for the period ending March 31, 2003.



We had working capital of $7.3 million and excess borrowing capacity under our Revolving Credit Facilities of $13.4 million at March 31, 2003.



Cash used in operating activities was $4.9 million in 2003, as
compared to $0.3 million in the first quarter of 2002. The primary use of cash in 2003 within operating activities was funding the growth in accounts receivable.



Investing activities utilized $23.0 million primarily for the purchase of Uponor ETI Company in the first quarter of 2003.
Investing activities in the first quarter of 2002 provided $1.1 million in proceeds from the sale of the Hillsboro facility and certain equipment.



Cash provided by financing activities during the first quarter of 2003 was $30.1 million. The primary source of cash in the first quarter of 2003 was
borrowings under the Senior Credit Facility of ETI and the Revolving Credit Facility of PW Eagle. Financing activities provided $0.2 million in 2002. In the first quarter of 2002, we entered into a sale-leaseback transaction, generating $12.9
million in proceeds. We used the proceeds to reduce term debt by $8.8 million. The remaining sale-leaseback proceeds were applied to the Revolving Credit Facility. Debt issuance and financing costs of $0.6 million were incurred to complete these
transactions. These costs will be amortized and expensed as interest expense over the life of the respective loans.



We had commitments for capital expenditures of $0.3 million at March 31, 2003, which we intend to fund from operating profits. Additional sources of
liquidity, if needed, include our revolving credit line. We believe we have the financial resources needed to meet our current and future business requirements, including working capital requirements.



Recent Accounting Pronouncements



Effective January 1, 2003 the Company adopted SFAS No. 143, Accounting
for Asset Retirement Obligations. SFAS No. 143 requires the recognition of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the carrying amount of the related
long-lived asset is correspondingly increased. Over time, the liability is accreted to its present value and the related capitalized charge is depreciated over the useful life of the asset. The Company adopted SFAS No. 143 effective January 1, 2003.
The adoption of SFAS No. 143 did not have a material impact on the Companys consolidated financial statements.



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Effective January 1, 2003, the
Company adopted SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. The standard requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date
of a commitment to an exit or disposal plan. Costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, plant closing, or other exit or
disposal activity. This statement is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The adoption of SFAS No. 146 has not had a material impact on the Companys consolidated financial statements as
no exit or disposal activities were initiated in fiscal 2003.



Future Outlook and Risks to Our Business



INFORMATION IN THIS OUTLOOK SECTION AND OTHER STATEMENTS IN THIS FORM 10-Q ARE FORWARD LOOKING INFORMATION  ACTUAL RESULTS MAY DIFFER



The statements contained above in Managements Discussion and Analysis of Financial Condition and Results of Operations that are not strictly
historical and the statements set forth in this Outlook section are forward-looking statements made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements reflect our expectations and beliefs as of
May 14, 2003 and are based on information known to us and our assumptions as of that date. These forward-looking statements involve known and unknown business risks and risks that we cannot control. As a result, our statements may not come true and
our operating results may differ materially from our stated expectations and beliefs.



Some of our current beliefs and expectations are discussed below along with risk factors that impact our business and industry.



Forward-Looking Statements



We believe the Gross Domestic Product (GDP) is closely correlated to the demand for PVC resin and PVC pipe, and we recognize that our business is tied to
economic cycles. Gross Domestic Product (GDP) has been estimated to have grown at 1.8% in the first quarter of 2003 as compared to 1.4% in the fourth quarter of 2002. We believe GDP growth will be moderate in 2003 resulting in moderate demand for
PVC resin and PVC pipe. Because PVC producers and pipe producers began 2002 with relatively low finished goods inventories and GDP has improved, we believe that the demand for PVC resin and PVC pipe will be in balance during the second and third
quarters of this year.



Demand for PVC resin was strong during
the first quarter and resin producers have implemented a $0.02 per pound price increase for January, February and March. In addition, they have announced a $0.02 per pound price increase for both April and May. PW Eagle and the PVC pipe industry
have implemented and announced several pipe price increases in response to these resin price increases. We believe these pipe price increases will have a positive impact on our margins.



Over time, we expect the demand for plastic pipe to grow as acceptance of plastic pipe over metal pipe continues and the
overall economy continues to grow. Industry growth projections call for sales growth rates for plastic pipe of three percent or greater per year through 2004. The actual growth rate in each year may be less than or greater than three percent based
on short-term economic conditions. We have historically grown, and expect in the future to be able to grow, at rates in excess of the industry averages due to our emphasis on customer satisfaction and product quality. Our strategy has been, and
continues to be, to concentrate growth initiatives in higher profit products and geographic regions.



Risk Factors



The pipe industry and our business are heavily dependent on the price and trend of PVC resin, our main raw material.



Our gross margin percentage is sensitive to PVC and PE raw material resin prices and the demand for PVC and PE pipe. Historically, when resin prices are
rising or stable, our margins and sales volume have been higher. Conversely, when resin prices are falling, our sales volumes and margins have been lower. During 2003, PVC resin producers have implemented a $0.02 per pound price increase for each of
January, February and March. In addition, they have announced an increase of $0.02 per pound for April and May, for a total of $0.10 per pound for the first half of 2003.



Our gross margin decreases when the supply of PVC and PVC pipe is greater than demand. Conversely, our gross margins improve
when PVC resin and PVC pipe are in short supply. In April 2001, a major producer of PVC resin filed for bankruptcy and, during the current quarter, ceased operations at two manufacturing facilities. This has resulted in a reduction of approximately
one billion pounds of production capacity, or 5% of the North American industry capacity. Although two PVC producers have subsequently purchased these two facilities, we do not expect this idled capacity to re-start in 2003. In addition, we believe
the production of PVC resin may be limited by the availability of chlorine manufacturing capacity. Chlorine is a major raw material used in the production of PVC resin.



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The demand for our products
is directly affected by the growth and contraction of the Gross Domestic Product and economic conditions.



Due to the commodity nature of PVC resin and PVC pipe and the dynamic supply and demand factors worldwide, the markets for both PVC resin and PVC pipe have historically been very cyclical with
significant fluctuations in prices and gross margins. Generally, after a period of rising or stable prices, capacity has increased to exceed demand with a resulting decrease in prices and gross margins. Over the last ten years, there have been
consolidations in both markets, particularly with respect to PVC resin manufacturers. During the same period, the capacity of the PVC resin producers has increased from just over 9 billion pounds to almost 18 billion pounds today. Published PVC
resin prices have fluctuated from a low of approximately $.26 per pound in 1992 to a high of approximately $.40 per pound in 1995 to a low of approximately $.25 per pound in 1999 to a high of approximately $.40 per pound in 2000 to a low of
approximately $.25 per pound at the end of 2001 to its current level of approximately $.42 per pound in March 2003.



While we expect the demand for PVC pipe to continue to increase over the long term, we also expect that the industry will continue to be subject to
cyclical fluctuations when supply will exceed demand, driving prices and gross margins down. These conditions could result from a general economic slowdown, either domestically or elsewhere in the world, or capacity increases in either the PVC resin
or PVC pipe markets. As a result of the size of both the PVC resin and PVC pipe markets and the consolidation that has occurred in these industries, we believe that fluctuations in prices from capacity increases are likely to be less extreme than
they have been historically. General economic conditions both in the United States and abroad will, however, continue to have a significant impact on our prices and gross margins.



We have a significant amount of outstanding debt and must continue to operate our business to meet our outstanding
obligations.



We have a significant amount of indebtedness
outstanding. As a result, we must allocate a significant portion of cash resources to pay the principal and interest on this debt. During 2002, we implemented financial restructurings to reduce our annual fixed charges. While we believe these
restructurings will allow us to meet our fixed charges even if the unfavorable economic conditions we faced in 2001 return, economic and market conditions could develop that cause us not to meet our fixed charges and default on our credit
facilities. In the event of a default, we will be required to either obtain a waiver from our lenders or amend our lending agreements. There is no assurance that our lenders, note holders and lessors will waive any future default or agree to any
future amendments of our credit facilities and leases. If we fail to obtain a waiver or amendment, we would be required to obtain new financing from alternative financial sources. There is no assurance that we could obtain new financing, and if we
did, there is no assurance that we could obtain terms as favorable as our current credit facilities.



Interest rates affect our ability to finance our indebtedness and may adversely affect the demand for our products when higher rates slow the growth of the economy.



We financed the purchase of PWPipe in 1999 using a $100 million Senior Credit
Facility and approximately $32 million of Senior Subordinated Notes. On February 28, 2002, we completed a financial restructuring to reduce our floating interest rate term notes from $27.5 million to $17.6 million. In the first quarter of 2003 we
financed the purchase of Uponor ETI with a $25 million Senior Credit Facility and $7 million from PW Eagles Revolving Credit Facility. Our ability to service our debt remains sensitive to an increase in interest rates. A one-percent change in
interest rates would further challenge our ability to pay the interest expense on our debt and fixed charges. In addition, an increase in interest rates could slow the growth of the economy and affect the demand for our products.



Other risk factors



In addition to the risk factors discussed above, our business is also affected
by the following: (i) adverse weather conditions that result in a slow down in construction and the demand for our products; (ii) competition in the PVC resin and pipe industry that puts pressure on the price of PVC resin and demand for PVC pipe;
and (iii) net operating loss utilization. For financial reporting purposes, the Companys cumulative deferred tax asset recorded in prior years totaling approximately $13.5 million associated with net operating loss carryforwards, has been
fully utilized, including approximately $4.0 million in the first half of 2000. We have evaluated tax-reporting compliance relating to the past and fiscal 2000 utilization of the net operating loss carryforwards, and believe we have complied in all
respects. A failure to meet the requirements could result in a loss or limitation of the utilization of carryforwards, which could have a material adverse effect on our financial position and results of operations in future periods.



ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



We are exposed to certain market risks on outstanding variable rate long-term debt obligations totaling $67.9 million at March 31, 2003. Market risk is
the potential loss arising from adverse changes in market rates and prices, such as interest rates. Market risk is estimated as the potential increase in fair value resulting from a hypothetical one-half percent increase in interest rates and would
result in an annual interest expense increase of approximately $340,000.



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We do not enter into
derivatives or other financial instruments for trading or speculative purposes. We only enter into financial instruments to manage and reduce the impact of changes in interest on our Credit Facility. The ETI Senior Credit Facility requires ETI to
enter into a fixed rate agreement by April 1, 2003 with a minimum notional amount of $2.5 million.



ITEM 4.    CONTROLS AND PROCEDURES



Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures, (as defined in Rule 13a-14(c) and 15-d-4(c)) within 90 days of the filing date of this Quarterly
Report on Form 10-Q. Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective and designed to ensure that material information relating to
the Company would be made known to them.



There were no
significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our most recent evaluation of internal controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.



PART
II.    OTHER INFORMATION



ITEM 1.    LEGAL PROCEEDINGS



We are from time to time a party to various claims and litigation matters incidental to our normal course of business. We are not a party to any material litigation and are not aware of any threatened litigation that would have a
material adverse effect on our business.



ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS



On March 14, 2003, PW Eagle amended its financing agreement with JP Morgan Partners, LLC, among other parties (collectively, the Lenders), to acknowledge and reflect the purchase of ETI. In
connection with this amendment, PW Eagle issued to the Lenders 10-year warrants to purchase an aggrtegate of 350,000 shares of PW Eagle common stock for $9.50 per share. The warrants become exercisable, if at all, on October 1, 2004, subject to the
occurrence of certain events that may delay the exercise date or terminate the warrants prior to the exercise date. The warrants expire March 14, 2013 unless earlier terminated. However, if PW Eagle is sold (whether in an asset sale, merger, or
stock acquisition) for cash or for certain types of liquid securities, the warrants will expire without having ever become exercisable. Similarly, if at October 1, 2004 PW Eagle has entered into a letter of intent (or other similar document)
providing for its sale, the exercise date will be delayed to not later than December 31, 2004, and the warrants will expire without having become exercisable if the sale is consummated prior to December 31, 2004. In all events, the warrants expire
March 14, 2013 unless earlier terminated. The Company relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933.



On March 6, 2003, the Company issued a restricted stock grant for 8,000 shares and granted an incentive stock option to purchase 4,000 shares to an
officer of the Company. The options and restricted stock were issued at fair market value effective March 6, 2003 and vest over four and five years, respectively. The Company relied on the exemption from registration provided by Section 4(2) of the
Securities Act of 1933. The certificate representing the shares bears a standard restrictive securities legend.



On March 14, 2003, the Company issued restricted stock grants of 52,900 shares and granted incentive stock options to purchase 106,100 shares to managers and key employees of ETI. The restricted stock
and options will be issued at fair market value effective March 14, 2003 and vest over 5 years. The Company relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. The certificate representing the shares
bears a standard restrictive securities legend.



ITEM 3.    DEFAULTS UPON SENIOR SECURITIES



None.



ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None.



ITEM 5.    OTHER INFORMATION



None.



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ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |  |  | (a) |  | Exhibits                                                                                                                                                                                                                                                                   
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |  |  |     |  | 10.1                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |  |  |     |  | 99.1                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |  |  |     |  | 99.2                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|* This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of the Securities Exchange Act of 1934. A signed original of this written statement required by Section 906 has been provided to PW Eagle, Inc. and will be retained
by PW Eagle, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |  |  | (b) |  | Reports on Form 8-K                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |  |  |     |  | We filed the following report on Form 8-K during the first quarter of 2003:                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |  |  |     |  | The Company filed a Form 8-K dated March 14, 2003 reporting the acquisition of the Uponor ETI Company
(Uponor), a subsidiary of Uponor Oyj, a Finish company. Uponor will operate as a wholly owned subsidiary of PW Eagle under the name Extrusion Technology, Inc. (ETI).

| | 
| | 







20



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##### Table of Contents



SIGNATURES



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.



PW EAGLE, INC.



|By |  | /s/ William H. Spell                                                
|-- |  | --------------------------------------------------------------------
|   |  | William H. Spell                                                    
|   |  | Chief Executive Officer (Principal Executive Officer)               
|  
|By |  | /s/ Roger R. Robb                                                   
|   |  | Roger R. Robb                                                       
|   |  | Chief Financial Officer (Principal Financial and Accounting Officer)



Dated: May 14, 2003



21



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##### Table of Contents



CERTIFICATION



I, William H. Spell, Chief
Executive Officer of PW Eagle, Inc., certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of PW Eagle, Inc.;
|-- |  | ---------------------------------------------------------------------



|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent function);
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Dated: May 14, 2003





Signature:

/s/     William H. SpellWilliam H. SpellChief Executive Officer








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CERTIFICATION



I, Roger R. Robb, Chief
Financial Officer of PW Eagle, Inc., certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of PW Eagle, Inc.;
|-- |  | ---------------------------------------------------------------------



|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent function);
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Dated: May 14, 2003



Signature:

/s/     Roger R. RobbRoger R. RobbChief Financial Officer








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EXHIBIT
INDEX



|Number |  | Description                                                                                                           
|------ |  | ----------------------------------------------------------------------------------------------------------------------
|      
|10.1   |  | Second Amendment to Lease Agreement, dated March 10, 2003 by and between PWE (MULTI) QRS 14-85 Inc. and PW Eagle,
Inc.
|      
|99.1   |  | Certification of William H. Spell, Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. 
|      
|99.2   |  | Certification of Roger R. Robb, Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.    



24