##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the period ended June 30, 2004



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 000-24263



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CONRAD INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)



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|                                                                  |  |                                     
|----------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                          |  | 72-1416999                          
|(State or other jurisdiction of incorporation or organization)    |  | (I.R.S. Employer Identification No.)
|                                                                  | 
|1100 Brashear Ave., Suite 200 P.O. Box 790 Morgan City, Louisiana |  | 70381                               
|(Address of principal executive offices)                          |  | (Zip Code)                          



Registrants
telephone number, including area code: (985) 702-0195



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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 Securities Exchange Act of 1934).    Yes ̈No  x



Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date.



As of August 16, 2004, 7,235,954 shares of the registrants Common Stock were outstanding.



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##### Table of Contents

FORM 10-Q



CONRAD INDUSTRIES, INC. AND
SUBSIDIARIES



Table of Contents



|                                                                                         |  |                                                                                       |  |     
|---------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | ----
|                                                                                         |  |                                                                                       |  | Page
|Part I.
Financial Information                                                            |  |                                                                                      
|                                                                                         |  |                                                                                      
|Item 1.                                                                                  |  | Financial Statements (Unaudited)                                                      |  |     
|Consolidated Balance Sheets, June 30, 2004 and December 31, 2003                         |  | 3                                                                                    
|Consolidated Statements of Operations, Three and Six Months Ended June 30, 2004 and 2003 |  | 4                                                                                    
|Consolidated Statements of Cash Flows, Six Months Ended June 30, 2004 and 2003           |  | 5                                                                                    
|Notes to the Consolidated 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                            |  | 22  
|                                                                                         |  |                                                                                      
|Item 4.                                                                                  |  | Controls and Procedures                                                               |  | 22  
|                                                                                         | 
|Part II.
Other Information                                                               |  |                                                                                      
|                                                                                         |  |                                                                                      
|Item 1.                                                                                  |  | Legal Proceedings                                                                     |  | 23  
|                                                                                         |  |                                                                                      
|Item 4.                                                                                  |  | Submission of Matters to a Vote of Securities Holders                                 |  | 23  
|                                                                                         |  |                                                                                      
|Item 6.                                                                                  |  | Exhibits and Reports on Form 8-K                                                      |  | 23  
|                                                                                         | 
|Signature                                                                                |  | 25                                                                                   



FORWARD-LOOKING-STATEMENTS



In this Form 10-Q and in the normal course of business,
we, in an effort to help keep our stockholders and the public informed about our operations, may from time to time issue or make certain statements, either in writing or orally, that are or contain forward looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements contained herein, other than statements of historical fact, are forward looking statements. When used in this Form 10-Q, the
words anticipate, believe, estimate and expect and similar expressions are intended to identify forward looking statements. Such statements reflect our current views with respect to future events and
are subject to certain risks, uncertainties and assumptions, including our reliance on cyclical industries, our reliance on principal customers and government contracts, our ability to perform contracts at costs consistent with estimated costs
utilized in bidding for the projects covered by such contracts, variations in quarterly revenues and earnings resulting from the percentage of completion accounting method, the possible termination of contracts included in our backlog at the option
of customers, operating risks, competition for marine vessel contracts, our ability to retain key management personnel and to continue to attract and retain skilled workers, state and federal regulations, the availability and cost of capital, and
general industry and economic conditions. These and other risks and assumptions are discussed in more detail in our Form 10-K. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those anticipated, believed, estimated or expected. We do not intend to update these forward looking statements. Although we believe that the expectations reflected in such forward looking statements are reasonable,
no assurance can be given that such expectations will prove correct.



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##### Table of Contents

PART I. FINANCIAL INFORMATION

Item 1: Financial Statements (Unaudited)



CONRAD INDUSTRIES, INC. AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)



|                                                                                       |  |              |        |   |                   |   |        |  
|-------------------------------------------------------------------------------------- |  | ------------ | ------ | - | ----------------- | - | ------ | -
|                                                                                       |  | June 30,2004 |        |   | December 31, 2003 |  
|ASSETS                                                                                 |  |              |        |   |                   |   |        |  
|CURRENT ASSETS:                                                                        |  |              |        |   |                   |   |        |  
|Cash and cash equivalents                                                              |  | $            | 6,090  |   |                   | $ | 4,412  |  
|Accounts receivable, net                                                               |  |              | 4,784  |   |                   |   | 3,683  |  
|Costs and estimated earnings, net in excess of billings on uncompleted contracts       |  |              | 2,436  |   |                   |   | 2,951  |  
|Inventories                                                                            |  |              | 287    |   |                   |   | 820    |  
|Other receivables                                                                      |  |              | 1,397  |   |                   |   | 1,551  |  
|Other current assets                                                                   |  |              | 1,312  |   |                   |   | 1,222  |  
|                                                                                       |  |              |        |   |                   |   |        |  
|Total current assets                                                                   |  |              | 16,306 |   |                   |   | 14,639 |  
|                                                                                       |  |             
|PROPERTY, PLANT AND EQUIPMENT, net                                                     |  |              | 33,880 |   |                   |   | 34,156 |  
|                                                                                       |  |             
|GOODWILL                                                                               |  |              | 4,101  |   |                   |   | 4,101  |  
|                                                                                       |  |             
|OTHER ASSETS                                                                           |  |              | 186    |   |                   |   | 1,020  |  
|                                                                                       |  |              |        |   |                   |   |        |  
|TOTAL ASSETS                                                                           |  | $            | 54,473 |   |                   | $ | 53,916 |  
|                                                                                       |  |              |        |   |                   |   |        |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                   |  |              |        |   |                   |   |        |  
|CURRENT LIABILITIES:                                                                   |  |              |        |   |                   |   |        |  
|Accounts payable                                                                       |  | $            | 3,670  |   |                   | $ | 3,506  |  
|Accrued employee costs                                                                 |  |              | 868    |   |                   |   | 574    |  
|Accrued expenses                                                                       |  |              | 1,433  |   |                   |   | 824    |  
|Current maturities of long-term debt                                                   |  |              | 2,247  |   |                   |   | 2,247  |  
|Billings in excess of costs and estimated earnings, net on uncompleted contracts       |  |              | 4,023  |   |                   |   | 2,464  |  
|                                                                                       |  |              |        |   |                   |   |        |  
|Total current liabilities                                                              |  |              | 12,241 |   |                   |   | 9,615  |  
|                                                                                       |  |             
|LONG-TERM DEBT, less current maturities                                                |  |              | 13,265 |   |                   |   | 14,259 |  
|                                                                                       |  |             
|DEFERRED INCOME TAXES                                                                  |  |              | 2,783  |   |                   |   | 3,203  |  
|                                                                                       |  |             
|OTHER NON-CURRENT LIABILITIES                                                          |  |              | 1,500  |   |                   |   | 1,447  |  
|                                                                                       |  |              |        |   |                   |   |        |  
|Total liabilities                                                                      |  |              | 29,789 |   |                   |   | 28,524 |  
|                                                                                       |  |              |        |   |                   |   |        |  
|COMMITMENTS AND CONTINGENCIES (Note 9)                                                 |  |              |        |   |                   |   |        |  
|                                                                                       |  |             
|SHAREHOLDERS EQUITY:                                                                  |  |              |        |   |                   |   |        |  
|Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued        |  |              |       |   |                   |   |       |  
|Common stock, $0.01 par value 20,000,000 shares authorized, 7,276,437 in 2004 and 2003 |  |              | 73     |   |                   |   | 73     |  
|Additional paid-in capital                                                             |  |              | 29,000 |   |                   |   | 29,000 |  
|Treasury stock at cost, 40,483 shares in 2004 and 2003                                 |  |              | (211   | ) |                   |   | (211   | )
|Accumulated deficit                                                                    |  |              | (4,178 | ) |                   |   | (3,470 | )
|                                                                                       |  |              |        |   |                   |   |        |  
|Total shareholders equity                                                             |  |              | 24,684 |   |                   |   | 25,392 |  
|                                                                                       |  |              |        |   |                   |   |        |  
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY                                             |  | $            | 54,473 |   |                   | $ | 53,916 |  
|                                                                                       |  |              |        |   |                   |   |        |  



See notes to unaudited
consolidated financial statements.



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CONRAD INDUSTRIES, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)



|                                                             |  |                            |       |   |                          |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------------------ |  | -------------------------- | ----- | - | ------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                             |  | Three Months EndedJune 30, |       |   | Six Months EndedJune 30, |  
|                                                             |  | 2004                       |       |   | 2003                     |   |        | 2004 |  |   | 2003   |  
|REVENUE                                                      |  | $                          | 9,016 |   |                          | $ | 9,338  |      |  | $ | 20,719 |   |  | $ | 19,812 |  
|COST OF REVENUE                                              |  |                            | 8,662 |   |                          |   | 9,405  |      |  |   | 19,354 |   |  |   | 19,064 |  
|                                                             |  |                            |       |   |                          |   |        |      |  |   |        |   |  |   |        |  
|GROSS PROFIT (LOSS)                                          |  |                            | 354   |   |                          |   | (67    | )    |  |   | 1,365  |   |  |   | 748    |  
|SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                 |  |                            | 1,134 |   |                          |   | 944    |      |  |   | 2,281  |   |  |   | 2,187  |  
|                                                             |  |                            |       |   |                          |   |        |      |  |   |        |   |  |   |        |  
|LOSS FROM OPERATIONS                                         |  |                            | (780  | ) |                          |   | (1,011 | )    |  |   | (916   | ) |  |   | (1,439 | )
|INTEREST EXPENSE                                             |  |                            | (134  | ) |                          |   | (107   | )    |  |   | (262   | ) |  |   | (173   | )
|OTHER INCOME, NET                                            |  |                            | 21    |   |                          |   | 8      |      |  |   | 78     |   |  |   | 12     |  
|                                                             |  |                            |       |   |                          |   |        |      |  |   |        |   |  |   |        |  
|LOSS BEFORE INCOME TAXES                                     |  |                            | (893  | ) |                          |   | (1,110 | )    |  |   | (1,100 | ) |  |   | (1,600 | )
|BENEFIT FOR INCOME TAXES                                     |  |                            | (317  | ) |                          |   | (384   | )    |  |   | (392   | ) |  |   | (553   | )
|                                                             |  |                            |       |   |                          |   |        |      |  |   |        |   |  |   |        |  
|NET LOSS                                                     |  | $                          | (576  | ) |                          | $ | (726   | )    |  | $ | (708   | ) |  | $ | (1,047 | )
|                                                             |  |                            |       |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Basic and diluted loss per share                             |  | $                          | (0.08 | ) |                          | $ | (0.10  | )    |  | $ | (0.10  | ) |  | $ | (0.14  | )
|                                                             |  |                            |       |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Basic and diluted weighted average common shares outstanding |  |                            | 7,236 |   |                          |   | 7,233  |      |  |   | 7,236  |   |  |   | 7,233  |  
|                                                             |  |                            |       |   |                          |   |        |      |  |   |        |   |  |   |        |  



See notes to unaudited
consolidated financial statements.



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CONRAD INDUSTRIES, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



|                                                                                       |  |                          |        |   |      |   |        |  
|-------------------------------------------------------------------------------------- |  | ------------------------ | ------ | - | ---- | - | ------ | -
|                                                                                       |  | Six Months EndedJune 30, |       
|                                                                                       |  | 2004                     |        |   | 2003 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                  |  |                          |        |   |      |   |        |  
|Net loss                                                                               |  | $                        | (708   | ) |      | $ | (1,047 | )
|Adjustments to reconcile net loss to net cash provided by operating activities:        |  |                          |        |   |      |   |        |  
|Depreciation and amortization                                                          |  |                          | 1,235  |   |      |   | 1,060  |  
|Deferred income tax benefit                                                            |  |                          | (439   | ) |      |   | (67    | )
|Gain on sale of assets                                                                 |  |                          | (69    | ) |      |   |       |  
|Changes in assets and liabilities:                                                     |  |                          |        |   |      |   |        |  
|Accounts receivable                                                                    |  |                          | (1,101 | ) |      |   | 188    |  
|Net change in billings related to cost and estimated earnings on uncompleted contracts |  |                          | 2,074  |   |      |   | 2,052  |  
|Inventory and other assets                                                             |  |                          | 301    |   |      |   | (953   | )
|Accounts payable, accrued expenses and other liabilities                               |  |                          | 1,067  |   |      |   | (485   | )
|                                                                                       |  |                          |        |   |      |   |        |  
|Net cash provided by operating activities                                              |  |                          | 2,360  |   |      |   | 748    |  
|                                                                                       |  |                          |        |   |      |   |        |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                  |  |                          |        |   |      |   |        |  
|Capital expenditures for plant and equipment                                           |  |                          | (1,031 | ) |      |   | (2,565 | )
|Draw of project funds, net                                                             |  |                          | 832    |   |      |   |       |  
|Proceeds from sale of assets                                                           |  |                          | 148    |   |      |   |       |  
|                                                                                       |  |                          |        |   |      |   |        |  
|Net cash used in investing activities                                                  |  |                          | (51    | ) |      |   | (2,565 | )
|                                                                                       |  |                          |        |   |      |   |        |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                  |  |                          |        |   |      |   |        |  
|Principal repayments of debt                                                           |  |                          | (994   | ) |      |   | (816   | )
|Proceeds from issuance of debt                                                         |  |                          |       |   |      |   | 1,200  |  
|Proceeds from grant from State of Louisiana                                            |  |                          | 363    |   |      |   |       |  
|                                                                                       |  |                          |        |   |      |   |        |  
|Net cash (used in) provided by financing activities                                    |  |                          | (631   | ) |      |   | 384    |  
|                                                                                       |  |                          |        |   |      |   |        |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                   |  |                          | 1,678  |   |      |   | (1,433 | )
|                                                                                       |  |                         
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                         |  |                          | 4,412  |   |      |   | 6,427  |  
|                                                                                       |  |                          |        |   |      |   |        |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                               |  | $                        | 6,090  |   |      | $ | 4,994  |  
|                                                                                       |  |                          |        |   |      |   |        |  
|SUPPLEMENTAL DISCLOSURES CASH FLOW INFORMATION:                                        |  |                          |        |   |      |   |        |  
|Interest paid, net of capitalized interest                                             |  | $                        | 252    |   |      | $ | 173    |  
|                                                                                       |  |                          |        |   |      |   |        |  
|Taxes paid                                                                             |  | $                        |       |   |      | $ |       |  
|                                                                                       |  |                          |        |   |      |   |        |  



See notes to unaudited
consolidated financial statements.



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##### Table of Contents

CONRAD INDUSTRIES, INC. AND SUBSIDIARIES



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



|1. | ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------------



The accompanying unaudited consolidated financial statements include the accounts of Conrad Industries, Inc. and its wholly-owned subsidiaries (the
Company) which are primarily engaged in the construction, conversion and repair of a variety of marine vessels for commercial and government customers. The Company was incorporated in March 1998 to serve as the holding company for Conrad
Shipyard, L.L.C. (Conrad) and Orange Shipbuilding Company, Inc. (Orange Shipbuilding). In addition, during the second quarter of 2003, Conrad Aluminum, L.L.C., a wholly owned subsidiary of Conrad, was organized as a vehicle
to accommodate the Companys expansion into aluminum marine fabrication, repair and conversion services. New construction work and some repair work is performed on a fixed-price basis. The Company performs the majority of repair work under
cost-plus-fee agreements. All significant intercompany transactions have been eliminated. In the opinion of the management of the Company, the interim consolidated financial statements included herein have been prepared in accordance with generally
accepted accounting principles and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of
management, all adjustments (such adjustments consisting only of a normal recurring nature) considered necessary for a fair presentation have been included in the interim consolidated financial statements. These interim consolidated financial
statements should be read in conjunction with the Companys audited 2003 consolidated financial statements and related notes filed on Form 10-K for the year ended December 31, 2003.



The results of operations for the three and six-month periods ended June 30, 2004 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2004.



Certain amounts previously reported have been reclassified to conform with the presentation at June 30, 2004.



|2. | TRADE RECEIVABLES
|-- | -----------------



Receivables consisted of the following at June 30, 2004 and December 31, 2003 (in thousands):



|                                                               |  |      |       |      |   |      
|-------------------------------------------------------------- |  | ---- | ----- | ---- | - | -----
|                                                               |  | 2004 |       | 2003
|U.S. Government:                                               |  |      |       |      |   |      
|Amounts billed                                                 |  | $    | 2,999 |      | $ | 1,723
|Unbilled costs and estimated earnings on uncompleted contracts |  |      | 297   |      |   | 852  
|                                                               |  |      |       |      |   |      
|                                                               |  |      | 3,296 |      |   | 2,575
|                                                               |  |     
|Commercial:                                                    |  |      |       |      |   |      
|Amounts billed                                                 |  |      | 1,785 |      |   | 1,960
|Unbilled costs and estimated earnings on uncompleted contracts |  |      | 2,139 |      |   | 2,099
|                                                               |  |      |       |      |   |      
|                                                               |  |     
|Total                                                          |  | $    | 7,220 |      | $ | 6,634
|                                                               |  |      |       |      |   |      



Included above in
amounts billed is an allowance for doubtful accounts of $43,000 and $16,000 at June 30, 2004 and December 31, 2003, respectively. During 2004, we reserved approximately $27,000 related to receivables deemed uncollectible with certain commercial
repair customers. During 2003, there were no significant transactions recorded in the allowance for doubtful accounts.



Unbilled costs and estimated earnings on uncompleted contracts were not billable to customers at the balance sheet dates under terms of the respective
contracts. Of the unbilled costs and estimated earnings at June 30, 2004, substantially all is expected to be collected within the next twelve months.



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Information with respect to uncompleted contracts as of June 30, 2004 and December 31, 2003 is as follows
(in thousands):



|                                        |  |      |         |   |      |   |         |  
|--------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                        |  | 2004 |         |   | 2003 |  
|Costs incurred on uncompleted contracts |  | $    | 36,824  |   |      | $ | 20,946  |  
|Estimated earnings, net                 |  |      | 1,739   |   |      |   | 1,416   |  
|                                        |  |      |         |   |      |   |         |  
|                                        |  |      | 38,563  |   |      |   | 22,362  |  
|Less billings to date                   |  |      | (40,150 | ) |      |   | (21,875 | )
|                                        |  |      |         |   |      |   |         |  
|                                        |  | $    | (1,587  | ) |      | $ | 487     |  
|                                        |  |      |         |   |      |   |         |  



The above amounts are included in the
accompanying balance sheets under the following captions (in thousands):



|                                                                                 |  |      |        |   |      |   |        |  
|-------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                                                                 |  | 2004 |        |   | 2003 |  
|Costs and estimated earnings, net in excess of billings on uncompleted contracts |  | $    | 2,436  |   |      | $ | 2,951  |  
|Billings in excess of cost and estimated earnings, net on uncompleted contracts  |  |      | (4,023 | ) |      |   | (2,464 | )
|                                                                                 |  |      |        |   |      |   |        |  
|Total                                                                            |  | $    | (1,587 | ) |      | $ | 487    |  
|                                                                                 |  |      |        |   |      |   |        |  



We recorded charges
of approximately $260,000 in the second quarter of 2004 and $372,000 in 2003 to reflect revised estimates related to anticipated losses on certain uncompleted vessels in progress. As of June 30, 2004 and December 31, 2003, approximately $277,000 and
$50,000, respectively, of this provision is included in costs and estimated earnings, net in excess of billings on uncompleted contracts.



|3. | INVENTORIES
|-- | -----------



Inventories consist of excess job related materials and supplies. They are stated at the lower of cost (first-in, first-out basis) or market. Inventories
at December 31, 20003, also included $624,000 of costs related to vessels in progress not under customer contract. As of June 30, 2004, no such amounts were outstanding.



|4. | OTHER RECEIVABLES
|-- | -----------------



Other receivables consisted of the following at June 30, 2004 and December 31, 2003 (in thousands):



|                                          |  |      |       |      |   |      
|----------------------------------------- |  | ---- | ----- | ---- | - | -----
|                                          |  | 2004 |       | 2003
|Grants receivable from State of Louisiana |  | $    | 93    |      | $ | 403  
|Income tax receivable                     |  |      | 969   |      |   | 1,006
|Other                                     |  |      | 335   |      |   | 142  
|                                          |  |      |       |      |   |      
|Total                                     |  | $    | 1,397 |      | $ | 1,551
|                                          |  |      |       |      |   |      



Substantially all of
these amounts at June 30, 2004, are expected to be collected within the next twelve months.



|5. | GOODWILL
|-- | --------



In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 142,
Goodwill and Other Intangible Assets. SFAS No. 142 changed the accounting for goodwill from an amortization method to an impairment-only approach. Amortization of goodwill, including goodwill recorded in past business combinations,
ceased upon adoption of this statement. In accordance with SFAS No. 142, the Company discontinued the amortization of goodwill upon the adoption of this statement on January 1, 2002.



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During the first quarter of 2003, we completed our annual update of the impairment test as prescribed in
SFAS No. 142 with respect to existing goodwill. The first step of the goodwill impairment test indicated that the fair value of each of our reporting units exceeded its respective carrying amount. As no impairment was indicated, the second step of
the test, as defined under SFAS No. 142, was not required to be performed.



As a result of deteriorating market conditions, rising steel prices and a reduction in the committed future funding of the U.S. Army ST Tug program, operating profits and cash flows were lower than expected in the
latter half of 2003. Based on these trends, the future earnings forecast was revised and, in December 2003, a non-cash goodwill impairment charge of $4.0 million was recognized in the Orange Shipbuilding reporting unit. The fair value of the
reporting unit was estimated using the expected present value of future cash flows. As required by SFAS No. 142, the $4.0 million charge was reflected in our income/(loss) from operations during the fourth quarter of 2003. There was no income tax
effect on the impairment charge as the charge related to non-deductible goodwill.



During the first quarter of 2004, we completed our annual update of the impairment test as prescribed in SFAS No. 142 with respect to existing goodwill. The first step of the goodwill impairment test indicated that
the fair value of each of our reporting units exceeded its respective carrying amount. As no impairment was indicated, the second step of the test, as defined under SFAS No. 142, was not required to be performed.



The carrying amount of goodwill of $4.1 million as of June 30, 2004 and
December 31, 2003 relates entirely to the Orange Shipbuilding reporting unit, which is part of our vessel construction segment.



|6. | LONG-TERM DEBT
|-- | --------------



Long-term debt consisted of the following at June 30, 2004 and December 31, 2003 (in thousands):



|                                                                                                                |  |      |        |   |      |   |        |  
|--------------------------------------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                                                                                                |  | 2004 |        |   | 2003 |  
|Term loan - Bank, variable interest rate (3.43% at June 30, 2004), due May 31, 2007                             |  | $    | 5,904  |   |      | $ | 6,439  |  
|                                                                                                                |  |     
|Development loan - Bank, variable interest rate (3.36% at June 30, 2004), due May 31, 2007                      |  |      | 5,830  |   |      |   | 6,178  |  
|                                                                                                                |  |     
|Industrial revenue bonds - St. Mary Parish, variable interest rate (3.39% at June 30, 2004), due August 1, 2018 |  |      | 3,778  |   |      |   | 3,889  |  
|                                                                                                                |  |      |        |   |      |   |        |  
|                                                                                                                |  |      | 15,512 |   |      |   | 16,506 |  
|Less current maturities                                                                                         |  |      | (2,247 | ) |      |   | (2,247 | )
|                                                                                                                |  |      |        |   |      |   |        |  
|                                                                                                                |  | $    | 13,265 |   |      | $ | 14,259 |  
|                                                                                                                |  |      |        |   |      |   |        |  



The Revolving Credit
Facility permits us to borrow up to $10.0 million for working capital and other general corporate purposes, including the funding of acquisitions and matures on May 31, 2005. As of June 30, 2004 and December 31, 2003, no amounts were outstanding on
the Revolving Credit Facility.



We have a Loan Agreement with
a commercial bank, which specifies the terms of the Term Loan, the Development Loan and the Revolving Credit Facility. The interest rates are variable, and interest accrues at our option either at the JPMorgan Chase prime rate or LIBOR plus 2.25%.
The Loan Agreement is secured by substantially all of our assets, contains customary restrictive covenants and requires the maintenance of certain financial ratios which could limit our use of available capacity under the Revolving Credit Facility.
In addition, the Loan Agreement prohibits us from paying dividends without the consent of the lender and restricts our ability to incur additional indebtedness. At June 30, 2004, the Company was in compliance with these covenants. On August 11,
2004, the Loan Agreement was further amended to relax some of the financial covenants and to increase the variable interest rate option by 50 basis points thereby changing the variable interest rate option to either the JPMorgan Chase prime rate
plus 0.5% or LIBOR plus 2.75%. The amendment is filed as an exhibit to this report.





The Term Loan has a maturity date of May 31, 2007 and is payable in 34 remaining monthly principal payments of $107,000 plus
interest, with a final payment of $2.3 million. Interest accrues at 3.43% until July 30, 2004, at



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3.45% until November 1, 2004, and thereafter at our option at either the JPMorgan Chase prime rate or
LIBOR plus 2.25%. At June 30, 2004 and December 31, 2003, the Term Loan balance outstanding was $5.9 million and $6.4 million, respectively.



On July 18, 2002, we entered into the Development Loan which provided financing totaling $6.7 million to fund the development of Conrad Deepwater. The
Development Loan included a revolver that converted to a term loan. Payments under the revolver were interest only until March 31, 2003, at which time it converted to a term loan to be repaid in 49 monthly principal payments of $58,000 plus interest
with a final payment of $3.9 million due on May 31, 2007. Interest accrues at 3.86% from July 1, 2004 until September 30, 2004, and thereafter at our option either at the JPMorgan Chase prime rate or LIBOR plus 2.25%. At June 30, 2004 and December
31, 2003, the Development Loan outstanding was $5.8 million and $6.2 million, respectively.



In July 2003, we completed the financing for our expansion into the aluminum marine fabrication, repair and construction business. The expansion is part of a $5.5 million investment in our original facility in Amelia,
Louisiana (Amelia Topside), through our subsidiary Conrad Aluminum, L.L.C. The financing of this expansion includes a $1.5 million grant by the State of Louisiana through the Economic Development Award Program (EDAP) and $4.0 million of
industrial revenue bonds issued by the St. Mary Parish Industrial Development Board. In connection with the issuance of the bonds, Conrad subsidiary Conrad Aluminum, L.L.C. contributed to the Industrial Development Board the land and buildings at
the Amelia Topside yard and is leasing them back along with the items to be purchased with the bond proceeds, with a right to repurchase or extend. The transaction is being accounted for as a financing and thus the original cost of the property less
accumulated depreciation remains reflected in our property, plant and equipment. The lease payments will be used to pay principal and interest on the bonds. Conrad and its subsidiaries have guaranteed the bonds. The bonds have a 15 year term and
monthly principal payments of $22,222 plus interest. Interest accrues at 3.39% until September 14, 2004, and thereafter, at our option, at either the JPMorgan Chase prime rate or the higher of (a) 30, 60 or 90-day LIBOR plus two percent or (b) the
prime rate minus one percent. As of June 30, 2004 and December 31, 2003, remaining industrial revenue bond proceeds of approximately $105,000 and $937,000, respectively, restricted for use on the aluminum facility expansion are included under the
caption Other Assets.



The $1.5 million EDAP grant
requires us to create a total of 224 new jobs by December 31, 2006 and sustain that level through December 31, 2012. If we fail to meet the job creation objectives, the state may recover related portions of the grant. As of June 30, 2004 and
December 31, 2003, approximately $1.5 million and $1.4 million, respectively, of equipment had been purchased with grant proceeds. Accordingly, as of June 30, 2004 and December 31, 2003, a $1.5 million and $1.4 million liability, respectively, was
included under the caption Other Non-Current Liabilities. This amount will be amortized into income in future periods over the estimated useful lives of the related equipment and as the specified performance objectives are achieved. The
equipment purchased with the grant proceeds is owned by St. Mary Parish and is being leased by us with an option to purchase. The transaction is being accounted for as a financing and thus the assets are included in our property, plant and
equipment.



|7. | SHAREHOLDERS EQUITY
|-- | --------------------



Income (Loss) per Share



The calculation of basic earnings per share excludes any dilutive effect of stock options, while diluted earnings per share includes the dilutive effect
of stock options. The number of weighted average shares outstanding for basic and diluted income (loss) per share was 7,235,954 for the three and six months ended June 30, 2004 and 7,233,454 for the three and six months ended
June 30, 2003.



Stock-Based Compensation



We use the intrinsic value method of accounting for employee-based
compensation prescribed by Accounting Principles Board (APB) Opinion No. 25 and, accordingly, follow the disclosure-only provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for
Stock-Based Compensation. SFAS No. 123 encourages the use of a fair value based method of accounting for compensation expense associated with stock option and similar plans. However, SFAS No. 123 permits the continued use of the intrinsic
value based method prescribed by Opinion No. 25 but requires additional disclosures, including pro forma calculations of net earnings and earnings per share as if the fair value method of accounting prescribed by SFAS No.123 had been applied.



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Had compensation cost for our stock plans been determined based on the fair value at the grant dates
consistent with the method of SFAS No. 123, net (loss) income and net (loss) income per share amounts would have approximated the following pro forma amounts (in thousands, except per share data):



|                                                                                                                                            |  |                            |       |   |                           |   |       |      |  |   |       |   |  |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ----- | - | ------------------------- | - | ----- | ---- |  | - | ----- | - |  | - | ------ | -
|                                                                                                                                            |  | Three Months EndedJune 30, |       |   | Six Months Ended June 30, |  
|                                                                                                                                            |  | 2004                       |       |   | 2003                      |   |       | 2004 |  |   | 2003  |  
|Net loss, as reported                                                                                                                       |  | $                          | (576  | ) |                           | $ | (726  | )    |  | $ | (708  | ) |  | $ | (1,047 | )
|Add: Total stock-based employee compensation expense included in reported net loss net of related tax effects                               |  |                            |      |   |                           |   | 2     |      |  |   |      |   |  |   | 3      |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                            | (36   | ) |                           |   | (28   | )    |  |   | (67   | ) |  |   | (49    | )
|                                                                                                                                            |  |                            |       |   |                           |   |       |      |  |   |       |   |  |   |        |  
|Pro forma, net loss                                                                                                                         |  | $                          | (612  | ) |                           | $ | (752  | )    |  | $ | (775  | ) |  | $ | (1,093 | )
|                                                                                                                                            |  |                            |       |   |                           |   |       |      |  |   |       |   |  |   |        |  
|Loss per share:                                                                                                                             |  |                            |       |   |                           |   |       |      |  |   |       |   |  |   |        |  
|Basic and diluted - as reported                                                                                                             |  | $                          | (0.08 | ) |                           | $ | (0.10 | )    |  | $ | (0.10 | ) |  | $ | (0.14  | )
|                                                                                                                                            |  |                            |       |   |                           |   |       |      |  |   |       |   |  |   |        |  
|Basic and diluted - pro forma                                                                                                               |  | $                          | (0.08 | ) |                           | $ | (0.10 | )    |  | $ | (0.11 | ) |  | $ | (0.15  | )
|                                                                                                                                            |  |                            |       |   |                           |   |       |      |  |   |       |   |  |   |        |  
|Weighted average fair value of grants                                                                                                       |  | $                          | 1.08  |   |                           | $ | 1.38  |      |  | $ | 1.08  |   |  | $ | 1.38   |  
|                                                                                                                                            |  |                            |       |   |                           |   |       |      |  |   |       |   |  |   |        |  
|Black-Scholes option pricing model assumptions:                                                                                             |  |                            |       |   |                           |   |       |      |  |   |       |   |  |   |        |  
|Risk-free interest rate                                                                                                                     |  |                            | 3.81  | % |                           |   | 3.07  | %    |  |   | 3.81  | % |  |   | 3.07   | %
|Expected life (years)                                                                                                                       |  |                            | 3.0   |   |                           |   | 3.0   |      |  |   | 3.0   |   |  |   | 3.0    |  
|Volatility                                                                                                                                  |  |                            | 71.7  | % |                           |   | 77.5  | %    |  |   | 71.7  | % |  |   | 77.5   | %
|Dividend yield                                                                                                                              |  |                            |      |   |                           |   |      |      |  |   |      |   |  |   |       |  



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|8. | SEGMENT AND RELATED INFORMATION
|-- | -------------------------------



We classify our business into two segments:



Vessel Construction



We construct a variety of marine vessels, including large and small deck barges, single and double hull tank barges, ferries, lift boats, push boats,
offshore tug boats, offshore support vessels and aluminum vessels.



Repair and Conversions



Our conversion
projects primarily consist of lengthening the midbodies of vessels, modifying vessels to permit their use for a different type of activity and other modifications to increase the capacity or functionality of a vessel. We also derive a significant
amount of revenue from repairs made as a result of periodic inspections required by the U.S. Coast Guard, the American Bureau of Shipping and other regulatory agencies.



We evaluate the performance of our segments based upon gross profit. Selling, general and administrative expenses, interest
expense, other income, net, and income taxes are not allocated to the segments. Accounting policies are the same as those described in Note 1, Summary of Significant Accounting Policies in our Form 10-K for the year ended December 31,
2003. Intersegment sales and transfers are not significant.



Selected information as to our operations by segment is as follows (in thousands):



|                                             |  |                            |       |   |                          |   |        |      |  |   |        |   |  |   |        |  
|-------------------------------------------- |  | -------------------------- | ----- | - | ------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                             |  | Three Months EndedJune 30, |       |   | Six Months EndedJune 30, |  
|                                             |  | 2004                       |       |   | 2003                     |   |        | 2004 |  |   | 2003   |  
|Revenue:                                     |  |                            |       |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Vessel construction                          |  | $                          | 5,778 |   |                          | $ | 6,472  |      |  | $ | 13,254 |   |  | $ | 13,272 |  
|Repair and conversions                       |  |                            | 3,238 |   |                          |   | 2,866  |      |  |   | 7,465  |   |  |   | 6,540  |  
|                                             |  |                            |       |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Total revenue                                |  |                            | 9,016 |   |                          |   | 9,338  |      |  |   | 20,719 |   |  |   | 19,812 |  
|                                             |  |                            |       |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Cost of revenue:                             |  |                            |       |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Vessel construction                          |  |                            | 5,929 |   |                          |   | 6,469  |      |  |   | 12,930 |   |  |   | 13,043 |  
|Repair and conversions                       |  |                            | 2,733 |   |                          |   | 2,936  |      |  |   | 6,424  |   |  |   | 6,021  |  
|                                             |  |                            |       |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Total cost of revenue                        |  |                            | 8,662 |   |                          |   | 9,405  |      |  |   | 19,354 |   |  |   | 19,064 |  
|                                             |  |                            |       |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Gross profit:                                |  |                            |       |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Vessel construction                          |  |                            | (151  | ) |                          |   | 3      |      |  |   | 324    |   |  |   | 229    |  
|Repair and conversions                       |  |                            | 505   |   |                          |   | (70    | )    |  |   | 1,041  |   |  |   | 519    |  
|                                             |  |                            |       |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Total gross profit                           |  |                            | 354   |   |                          |   | (67    | )    |  |   | 1,365  |   |  |   | 748    |  
|Selling, general and administrative expenses |  |                            | 1,134 |   |                          |   | 944    |      |  |   | 2,281  |   |  |   | 2,187  |  
|                                             |  |                            |       |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Loss from operations                         |  |                            | (780  | ) |                          |   | (1,011 | )    |  |   | (916   | ) |  |   | (1,439 | )
|Interest expense                             |  |                            | (134  | ) |                          |   | (107   | )    |  |   | (262   | ) |  |   | (173   | )
|Other income, net                            |  |                            | 21    |   |                          |   | 8      |      |  |   | 78     |   |  |   | 12     |  
|                                             |  |                            |       |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Loss before income taxes                     |  |                            | (893  | ) |                          |   | (1,110 | )    |  |   | (1,100 | ) |  |   | (1,600 | )
|Benefit for income taxes                     |  |                            | (317  | ) |                          |   | (384   | )    |  |   | (392   | ) |  |   | (553   | )
|                                             |  |                            |       |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Net loss                                     |  | $                          | (576  | ) |                          | $ | (726   | )    |  | $ | (708   | ) |  | $ | (1,047 | )
|                                             |  |                            |       |   |                          |   |        |      |  |   |        |   |  |   |        |  



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Certain other financial information by segment is as follows (in thousands):



|                                                         |  |                            |     |                           |   |      |  |      |       |  |   |      
|-------------------------------------------------------- |  | -------------------------- | --- | ------------------------- | - | ---- |  | ---- | ----- |  | - | -----
|                                                         |  | Three Months EndedJune 30, |     | Six Months Ended June 30,
|                                                         |  | 2004                       |     | 2003                      |   | 2004 |  | 2003
|Depreciation and amortization expense:                   |  |                            |     |                           |   |      |  |      |       |  |   |      
|Vessel construction                                      |  | $                          | 259 |                           | $ | 222  |  | $    | 510   |  | $ | 443  
|Repair and conversions                                   |  |                            | 271 |                           |   | 244  |  |      | 541   |  |   | 422  
|Included in selling, general and administrative expenses |  |                            | 92  |                           |   | 97   |  |      | 184   |  |   | 195  
|                                                         |  |                            |     |                           |   |      |  |      |       |  |   |      
|Total depreciation and amortization expense              |  | $                          | 622 |                           | $ | 563  |  | $    | 1,235 |  | $ | 1,060
|                                                         |  |                            |     |                           |   |      |  |      |       |  |   |      
|Capital expenditures:                                    |  |                            |     |                           |   |      |  |      |       |  |   |      
|Vessel construction                                      |  | $                          | 123 |                           | $ | 226  |  | $    | 971   |  | $ | 265  
|Repair and conversions                                   |  |                            | 51  |                           |   | 622  |  |      | 51    |  |   | 2,265
|Other                                                    |  |                            |    |                           |   | 14   |  |      | 9     |  |   | 35   
|                                                         |  |                            |     |                           |   |      |  |      |       |  |   |      
|Total capital expenditures                               |  | $                          | 174 |                           | $ | 862  |  | $    | 1,031 |  | $ | 2,565
|                                                         |  |                            |     |                           |   |      |  |      |       |  |   |      



Total assets by
segment is as follows as of June 30, 2004 and December 31, 2003 (in thousands):



|                       |  |      |        |      |   |       
|---------------------- |  | ---- | ------ | ---- | - | ------
|                       |  | 2004 |        | 2003
|Total assets:          |  |      |        |      |   |       
|Vessel construction    |  | $    | 22,894 |      | $ | 22,946
|Repair and conversions |  |      | 20,634 |      |   | 20,604
|Other                  |  |      | 10,945 |      |   | 10,366
|                       |  |      |        |      |   |       
|Total assets           |  | $    | 54,473 |      | $ | 53,916
|                       |  |      |        |      |   |       



Certain assets,
including cash and cash equivalents, and capital expenditures are allocated to corporate and are included in the Other caption.



Revenues included in our consolidated financial statements are derived exclusively from customers domiciled in the United States and Puerto Rico. All of
our assets are located in the United States.



|9. | COMMITMENTS AND CONTINGENCIES
|-- | -----------------------------



Legal Matters In February 2004, Swiftships Shipbuilders, LLC and two affiliates (collectively, Swiftships) brought suit
against us, alleging that various of our actions in connection with our expansion into the aluminum marine fabrication and repair business breached in bad faith a confidentiality agreement we entered into when we were considering acquiring
Swiftships. The suit also alleges that we conspired with one of our employees who is a former Swiftships employee to breach a confidentiality agreement the employee had with Swiftships as a result of his employment with them. The suit also alleges
violations of the Louisiana Uniform Trade Secrets Act, unfair trade practices and fraud. The suit seeks unspecified damages and asks for injunctive relief to prevent further alleged breaches of the confidentiality agreements and misappropriation of
trade secrets. The action is in its earliest stages and no formal discovery or depositions have taken place. We believe that the claims are without merit and intend to defend ourselves vigorously.



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We are a party to various routine legal proceedings primarily involving commercial claims and
workers compensation claims. While the outcome of these routine claims and legal proceedings cannot be predicted with certainty, management believes that the outcome of such proceedings in the aggregate, even if determined adversely, would not
have a material adverse effect on our consolidated financial position, results of operation or liquidity.



Employment Agreements  We have employment agreements with certain of our executive officers which provide for employment of the
officers through December 31, 2005, and provide for extensions at the end of the term, subject to the parties mutual agreement. As of June 30, 2004, the minimum annual total compensation under these agreements was $343,000.



In April 2004, we entered into a separation agreement with Kenneth G. Myers,
Jr., our former President and Chief Executive Officer. Subject to the terms of this agreement, Mr. Myers resigned from all of the positions he held with the Company and will be paid a total of $218,500, payable in substantially equal installments
over a one-year period, and six months of COBRA continuation coverage. As a result, Mr. Myers benefits from the Separation agreement were accrued in the second quarter of 2004.



In August 2004, we entered into an employment agreement with Cecil A. Hernandez providing for employment as our Executive
Vice President and Chief Operating Officer through December 31, 2005 and annual extensions thereafter, subject to the parties mutual agreement. The minimum annual total compensation under the agreement is $150,000.



In addition, our current Chief Financial Officer, Lewis Derbes, Jr. has
elected to resign as CFO effective September 3, 2004 to pursue other business opportunities. The Board plans to initiate a comprehensive search for a successor. Cecil Hernandez will serve as interim CFO if necessary.



Construction Commitments  As of June 30, 2004, we had an
outstanding commitment of $22,000 for the construction of our new aluminum marine fabrication repair and conversion facility in Amelia, Louisiana.



Letters of Credit and Bonds In the normal course of our business, we are required to provide letters of credit to secure the payment
of workers compensation obligations. Additionally, under certain contracts we may be required to provide letters of credit and bonds to secure our performance and payment obligations. Outstanding letters of credit and bonds relating to these
business activities amounted to $41.0 million and $46.3 million at June 30, 2004 and December 31, 2003, respectively.



|10. | RECENT ACCOUNTING PRONOUNCEMENTS
|--- | --------------------------------



In January 2003, FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46). FIN 46 requires that
companies that control another entity through interests other than voting interests should consolidate the controlled entity. In December 2003, the FASB issued modifications to FIN 46 (FIN46R), resulting in multiple effective dates based
on the nature as well as the creation date of a variable interest entity. We do not have interests that would be considered variable interest entities under FIN 46.



******



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Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations



The following discussion and analysis should be read in conjunction with the Unaudited Consolidated Financial Statements and the Notes to Unaudited Consolidated Financial
Statements included elsewhere in this Form 10-Q as well as our annual report on Form 10-K for the year ended December 31, 2003.



Overview



We specialize in the construction, conversion and repair of a wide variety of steel and aluminum marine vessels for commercial and government customers. These vessels include tugboats, ferries, liftboats, barges,
aluminum crew/supply vessels and other offshore support vessels. We operate four shipyards: one in Morgan City, Louisiana, two in Amelia, Louisiana and one in Orange, Texas. During the first six months of 2004, our new construction segment accounted
for 64.0% of our total revenue and our repair and conversion segment accounted for 36.0% of our total revenue.



During 2003, we expanded into the aluminum marine fabrication and repair business after transforming one of our existing repair yards in Amelia, Louisiana into a facility specifically designed to handle aluminum
marine fabrication and repair. We refer to this facility as Conrad Aluminum. In the fourth quarter of 2003, we began aluminum operations at this facility and announced our first new aluminum vessel construction contract for an aluminum
crew/supply boat.



In the first quarter of 2003, we opened a new steel marine
vessel repair and conversion yard at our second location in Amelia, Louisiana. We refer to this facility as Conrad Deepwater. During 2002 and 2003, we invested approximately $7.0 million developing the site, which we purchased in 2000.
For additional information regarding our internal expansion activities, please refer to our Annual Report on Form 10-K for the year ended December 31, 2003 under the heading Overview - Internal Expansion, in Part I, Item I.



The demand for our products and services is dependent upon a number of factors, including
the economic condition of our customers and markets, the age and state of repair of the vessels operated by our customers and the relative cost to construct a new vessel as compared with repairing an older vessel. A significant portion of our
historical revenues has been derived from customers in the Gulf of Mexico oil and gas industry. Accordingly, demand for our products and services has been adversely impacted since the latter part of 1998 by decreased activity in that industry. This
decreased demand has adversely affected our revenues, margins and profits, particularly in our repair and conversion segment, but also in our new construction segment. Although oil and gas prices have been relatively high for the last several years,
there has not been a corresponding increase in exploration, drilling or production activity in the Gulf of Mexico. We cannot predict whether or when these activities in the Gulf of Mexico will increase.



Although there has been a decline in new construction opportunities in the Gulf of Mexico oil
and gas industry, we have been successful in securing backlog in our vessel construction segment primarily from government customers. Government contracts accounted for approximately 24.9% of our backlog at December 31, 2000 and 80.4% at June 30,
2004. Our backlog was $31.4 million at June 30, 2004 as compared to $43.6 million at December 31, 2003 and $34.8 million at June 30, 2003. Subsequent to the end of the quarter, we were awarded an $8.9 million contract by the United States Army Corps
of Engineers for the design and construction of a 144-foot, 3300 HP, ABS-Classed welded steel towboat. After an extended design phase, production is scheduled to begin in the first half of 2005.



The depressed conditions in the Gulf of Mexico oil and gas industry continue to adversely
affect our financial performance. Our repair business has high fixed costs primarily associated with depreciation of facilities, floating drydocks and the marine travel lift. As a result, our margins and profits are adversely affected when the
volume of our work declines. These fixed costs have been increased by our expansion into the aluminum business and the opening of our new Conrad Deepwater repair yard. The reduced demand and resulting increased competition have led us to bid some
work from time to time at margins lower than we would have been willing to accept historically. In addition, we have experienced inefficiencies associated with the shift in the nature of our backlog to primarily government work which requires more
administrative functions than our traditional commercial customers.



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We have responded to these challenges by, among other things, aggressively reducing our costs, pursuing new business
opportunities, and seeking to operate more efficiently. In September 2003, we implemented an aggressive cost reduction plan, designed to achieve approximately $1 million in savings on an annualized basis. This plan includes among other items a 5%
salary reduction for management and an increase in employee contributions for health insurance. In addition, we were able to obtain better rates on some of our insurance programs, and have also increased the deductible on our workers
compensation program to take advantage of our excellent safety performance. In addition, effective March 1, 2004, we amended our employment agreements with our executive officers. The amended agreements extend employment of the officers through
December 31, 2005 and further reduce the salaries of the Co-Chairmen of the Board. We will continue to seek out other opportunities to reduce costs.



In April 2004, we entered into a separation agreement with Kenneth G. Myers, Jr., our former President and Chief Executive Officer, and appointed John P. Conrad, Jr., our
Co-Chairman, as President and Chief Executive Officer. Under the terms of the separation agreement, Mr. Myers resigned from all of the positions he held with the Company and will be paid a total of $218,500, payable in substantially equal
installments over a one-year period, and six months of COBRA continuation coverage. As a result, Mr. Myers benefits from the separation agreement have been accrued in the second quarter of 2004.



In August 2004, we entered into an employment agreement with Cecil A. Hernandez providing for
employment as our Executive Vice President and Chief Operating Officer through December 31, 2005 and annual extensions thereafter, subject to the parties mutual agreement. The minimum annual total compensation under the agreement is $150,000.



In addition, our current Chief Financial Officer, Lewis Derbes, Jr. has
elected to resign as CFO effective September 3, 2004 to pursue other business opportunities. The Board plans to initiate a comprehensive search for a successor. Cecil Hernandez will serve as interim CFO if necessary.



Our new construction projects generally range from one month to twelve months in duration. We
use the percentage-of-completion method of accounting and therefore take into account the estimated costs, estimated earnings and revenue to date on fixed-price contracts not yet completed. The amount of revenue recognized is based on the portion of
the total contract price that the labor hours incurred to date bears to the estimated total labor hours, based on current estimates to complete the project. This method is used because management considers expended labor hours to be the best
available measure of progress on these contracts. Revenues from cost-plus-fee contracts are recognized on the basis of cost incurred during the period plus the fee earned.



Most of the contracts we enter into for new vessel construction, whether commercial or governmental, are fixed-price contracts under which
we retain all cost savings on completed contracts but are liable for all cost overruns. We develop our bids for a fixed price project by estimating the amount of labor hours and the cost of materials necessary to complete the project and then bid
the projects in order to achieve a sufficient profit margin to justify the allocation of our resources to such project. Our revenues therefore may fluctuate from period to period based on, among other things, the aggregate amount of materials used
in projects during a period and whether the customer provides materials and equipment. We perform many of our conversion and repair services on a time and materials basis pursuant to which the customer pays a negotiated labor rate for labor hours
spent on the project as well as the cost of materials plus a margin on materials purchased. Repair projects may take a few days to a few weeks, although some extend for a longer period.



The continued consolidation of the domestic steel industry and an increased demand from China have put a strain on the worldwide supply of
raw materials required to produce steel. China currently consumes one-third of the world output of rolled-steel. As a result, beginning in late 2003, the price of steel and steel delivery times began to increase substantially. In addition, the weak
U.S. dollar together with the growing global demand has allowed U.S. steel mills to increase prices. To cover the increased cost of the raw materials, steel companies are adding surcharges on steel and passing them on to their customers. During
2004, the rising cost of steel has increased our costs thereby adversely impacting our gross profit margins. Higher steel prices may also be causing customers to



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defer projects. Sustained higher or further increased steel prices could materially increase our costs and adversely
affect our margins and profits and could affect the availability of steel thereby impacting our ability to adhere to delivery schedules. We have not engaged, and currently do not intend to engage, in hedging transactions for our steel purchase
requirements.



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Results of Operations



The following table sets forth certain of our historical data and percentage of revenues for the periods presented (in thousands):



Conrad Industries, Inc. Summary Results of Operations

(In thousands)



|                                                    |  |                             |       |   |                           |       |   |      |   |        |      |  |       |   |  |   |        |   |  |       |   |  |   |        |   |  |       |  
|--------------------------------------------------- |  | --------------------------- | ----- | - | ------------------------- | ----- | - | ---- | - | ------ | ---- |  | ----- | - |  | - | ------ | - |  | ----- | - |  | - | ------ | - |  | ----- | -
|                                                    |  | Three Months Ended June 30, |       |   | Six Months Ended June 30, |      
|                                                    |  | 2004                        |       |   | 2003                      |       |   | 2004 |   |        | 2003 | 
|Financial Data:                                     |  |                             |       |   |                           |       |   |      |   |        |      |  |       |   |  |   |        |   |  |       |   |  |   |        |   |  |       |  
|Revenue                                             |  |                             |       |   |                           |       |   |      |   |        |      |  |       |   |  |   |        |   |  |       |   |  |   |        |   |  |       |  
|Vessel construction                                 |  | $                           | 5,778 |   |                           | 64.1  | % |      | $ | 6,472  |      |  | 69.3  | % |  | $ | 13,254 |   |  | 64.0  | % |  | $ | 13,272 |   |  | 67.0  | %
|Repair and conversions                              |  |                             | 3,238 |   |                           | 35.9  | % |      |   | 2,866  |      |  | 30.7  | % |  |   | 7,465  |   |  | 36.0  | % |  |   | 6,540  |   |  | 33.0  | %
|                                                    |  |                             |       |   |                           |       |   |      |   |        |      |  |       |   |  |   |        |   |  |       |   |  |   |        |   |  |       |  
|Total revenue                                       |  |                             | 9,016 |   |                           | 100.0 | % |      |   | 9,338  |      |  | 100.0 | % |  |   | 20,719 |   |  | 100.0 | % |  |   | 19,812 |   |  | 100.0 | %
|                                                    |  |                             |       |   |                           |       |   |      |   |        |      |  |       |   |  |   |        |   |  |       |   |  |   |        |   |  |       |  
|Cost of revenue                                     |  |                             |       |   |                           |       |   |      |   |        |      |  |       |   |  |   |        |   |  |       |   |  |   |        |   |  |       |  
|Vessel construction                                 |  |                             | 5,929 |   |                           | 102.6 | % |      |   | 6,469  |      |  | 100.0 | % |  |   | 12,930 |   |  | 97.6  | % |  |   | 13,043 |   |  | 98.3  | %
|Repair and conversions                              |  |                             | 2,733 |   |                           | 84.4  | % |      |   | 2,936  |      |  | 102.4 | % |  |   | 6,424  |   |  | 86.1  | % |  |   | 6,021  |   |  | 92.1  | %
|                                                    |  |                             |       |   |                           |       |   |      |   |        |      |  |       |   |  |   |        |   |  |       |   |  |   |        |   |  |       |  
|Total cost of revenue                               |  |                             | 8,662 |   |                           | 96.1  | % |      |   | 9,405  |      |  | 100.7 | % |  |   | 19,354 |   |  | 93.4  | % |  |   | 19,064 |   |  | 96.2  | %
|                                                    |  |                             |       |   |                           |       |   |      |   |        |      |  |       |   |  |   |        |   |  |       |   |  |   |        |   |  |       |  
|Gross profit                                        |  |                             |       |   |                           |       |   |      |   |        |      |  |       |   |  |   |        |   |  |       |   |  |   |        |   |  |       |  
|Vessel construction                                 |  |                             | (151  | ) |                           | -2.6  | % |      |   | 3      |      |  | 0.0   | % |  |   | 324    |   |  | 2.4   | % |  |   | 229    |   |  | 1.7   | %
|Repair and conversions                              |  |                             | 505   |   |                           | 15.6  | % |      |   | (70    | )    |  | -2.4  | % |  |   | 1,041  |   |  | 13.9  | % |  |   | 519    |   |  | 7.9   | %
|                                                    |  |                             |       |   |                           |       |   |      |   |        |      |  |       |   |  |   |        |   |  |       |   |  |   |        |   |  |       |  
|Total gross profit                                  |  |                             | 354   |   |                           | 3.9   | % |      |   | (67    | )    |  | -0.7  | % |  |   | 1,365  |   |  | 6.6   | % |  |   | 748    |   |  | 3.8   | %
|S G & A expenses                                    |  |                             | 1,134 |   |                           | 12.6  | % |      |   | 944    |      |  | 10.1  | % |  |   | 2,281  |   |  | 11.0  | % |  |   | 2,187  |   |  | 11.0  | %
|                                                    |  |                             |       |   |                           |       |   |      |   |        |      |  |       |   |  |   |        |   |  |       |   |  |   |        |   |  |       |  
|Loss from operations                                |  |                             | (780  | ) |                           | -8.7  | % |      |   | (1,011 | )    |  | -10.8 | % |  |   | (916   | ) |  | -4.4  | % |  |   | (1,439 | ) |  | -7.3  | %
|Interest expense                                    |  |                             | 134   |   |                           | 1.5   | % |      |   | 107    |      |  | 1.1   | % |  |   | 262    |   |  | 1.3   | % |  |   | 173    |   |  | 0.9   | %
|Other expenses (income), net                        |  |                             | (21   | ) |                           | -0.2  | % |      |   | (8     | )    |  | -0.1  | % |  |   | (78    | ) |  | -0.4  | % |  |   | (12    | ) |  | -0.1  | %
|                                                    |  |                             |       |   |                           |       |   |      |   |        |      |  |       |   |  |   |        |   |  |       |   |  |   |        |   |  |       |  
|Loss before income taxes                            |  |                             | (893  | ) |                           | -9.9  | % |      |   | (1,110 | )    |  | -11.9 | % |  |   | (1,100 | ) |  | -5.3  | % |  |   | (1,600 | ) |  | -8.1  | %
|Income tax benefit                                  |  |                             | (317  | ) |                           | -3.5  | % |      |   | (384   | )    |  | -4.1  | % |  |   | (392   | ) |  | -1.9  | % |  |   | (553   | ) |  | -2.8  | %
|                                                    |  |                             |       |   |                           |       |   |      |   |        |      |  |       |   |  |   |        |   |  |       |   |  |   |        |   |  |       |  
|Net loss                                            |  | $                           | (576  | ) |                           | -6.4  | % |      | $ | (726   | )    |  | -7.8  | % |  | $ | (708   | ) |  | -3.4  | % |  | $ | (1,047 | ) |  | -5.3  | %
|                                                    |  |                             |       |   |                           |       |   |      |   |        |      |  |       |   |  |   |        |   |  |       |   |  |   |        |   |  |       |  
|                                                    |  |                             |       |   |                           |       |   |     
|EBITDA (1)                                          |  | $                           | (137  | ) |                           | -1.5  | % |      | $ | (440   | )    |  | -4.7  | % |  | $ | 397    |   |  | 1.9   | % |  | $ | (367   | ) |  | -1.9  | %
|                                                    |  |                             |       |   |                           |       |   |      |   |        |      |  |       |   |  |   |        |   |  |       |   |  |   |        |   |  |       |  
|Net cash (used in) provided by operating activities |  | $                           | (408  | ) |                           |       |   |      | $ | 514    |      |  |       |   |  | $ | 2,360  |   |  |       |   |  | $ | 748    |   |  |       |  
|                                                    |  |                             |       |   |                           |       |   |      |   |        |      |  |       |   |  |   |        |   |  |       |   |  |   |        |   |  |       |  
|Net cash provided by (used in) investing activities |  | $                           | 115   |   |                           |       |   |      | $ | (862   | )    |  |       |   |  | $ | (51    | ) |  |       |   |  | $ | (2,565 | ) |  |       |  
|                                                    |  |                             |       |   |                           |       |   |      |   |        |      |  |       |   |  |   |        |   |  |       |   |  |   |        |   |  |       |  
|Net cash (used in) provided by financing activities |  | $                           | (561  | ) |                           |       |   |      | $ | (495   | )    |  |       |   |  | $ | (631   | ) |  |       |   |  | $ | 384    |   |  |       |  
|                                                    |  |                             |       |   |                           |       |   |      |   |        |      |  |       |   |  |   |        |   |  |       |   |  |   |        |   |  |       |  
|Operating Data: Labor hours                         |  |                             | 112   |   |                           |       |   |      |   | 123    |      |  |       |   |  |   | 265    |   |  |       |   |  |   | 255    |   |  |       |  
|                                                    |  |                             |       |   |                           |       |   |      |   |        |      |  |       |   |  |   |        |   |  |       |   |  |   |        |   |  |       |  



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---

|(1) | Represents earnings before deduction of interest, taxes, depreciation and amortization. EBITDA is not a measure of cash flow, operating results or liquidity as determined by
generally accepted accounting principles. We have included information concerning EBITDA as supplemental disclosure because management believes that EBITDA provides meaningful information regarding a companys historical ability to incur and
service debt. EBITDA as defined and measured by us may not be comparable to similarly titled measures reported by other companies. EBITDA should not be considered in isolation or as an alternative to, or more meaningful than, net income or cash flow
provided by operations as determined in accordance with generally accepted accounting principles as an indicator of our profitability or liquidity.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The following table sets forth a reconciliation of net cash (used in) provided by operating activities to EBITDA for the
periods presented (in thousands):



|                                                    |  |                            |      |   |                           |   |      |      |  |   |        |   |  |   |      |  
|--------------------------------------------------- |  | -------------------------- | ---- | - | ------------------------- | - | ---- | ---- |  | - | ------ | - |  | - | ---- | -
|                                                    |  | Three months endedJune 30, |      |   | Six months ended June 30, |  
|                                                    |  | 2004                       |      |   | 2003                      |   |      | 2004 |  |   | 2003   |  
|Net cash (used in) provided by operating activities |  | $                          | (408 | ) |                           | $ | 514  |      |  | $ | 2,360  |   |  | $ | 748  |  
|Interest expense                                    |  |                            | 134  |   |                           |   | 107  |      |  |   | 262    |   |  |   | 173  |  
|Benefit for income taxes                            |  |                            | (317 | ) |                           |   | (384 | )    |  |   | (392   | ) |  |   | (553 | )
|Deferred income tax benefit                         |  |                            | 452  |   |                           |   | 29   |      |  |   | 439    |   |  |   | 67   |  
|Gain on sale of assets                              |  |                            | 18   |   |                           |   |     |      |  |   | 69     |   |  |   |     |  
|Changes in operating assets and liabilities         |  |                            | (16  | ) |                           |   | (706 | )    |  |   | (2,341 | ) |  |   | (802 | )
|                                                    |  |                            |      |   |                           |   |      |      |  |   |        |   |  |   |      |  
|EBITDA                                              |  | $                          | (137 | ) |                           | $ | (440 | )    |  | $ | 397    |   |  | $ | (367 | )
|                                                    |  |                            |      |   |                           |   |      |      |  |   |        |   |  |   |      |  



Revenue for the second quarter of 2004
decreased $322,000, or 3.4%, to $9.0 million compared to $9.3 million for the second quarter of 2003 while revenue for the first six months of 2004 reflected an increase of $907,000, or 4.6%, compared to the same period in the prior year. Vessel
construction revenue decreased $694,000, or 10.7%, and $18,000, or 0.1% for the second quarter and first six months of 2004 compared to the same periods in 2003. Repair and conversion revenue increased $372,000 for the second quarter of 2004, or
13.0%, compared to the same period of the prior year, while repair and conversion revenue increased $925,000, or 14.1%, for the first six months of 2004 compared to the same period in 2003. The decrease in revenue in the current quarter is primarily
a result of the overall decrease in production hours primarily associated with the timing of the execution of our new construction backlog. The increase in revenue in the six month period is primarily a result of an increase in production hours in
our repair and conversion segment and the sale of barges built and not under customer contract at the end of 2003. Vessel construction hours for the second quarter of 2004 decreased 7.3% compared to the same period in 2003 while remaining
essentially flat for the first six months of 2004 compared to the same year earlier period. Repair and conversion hours decreased 10.7% for the three months ended June 30, 2004, and increased 7.6% for the first six months of 2004 when compared to
the same period in 2003.



Gross profit for the second quarter and first six
months of 2004 increased $421,000, or 628.4%, and $617,000, or 82.5%, respectively, compared to the same periods of the prior year. Vessel construction gross profit decreased $154,000, for the second quarter of 2004 compared to the second quarter of
2003, while vessel construction gross profit increased $95,000, or 41.5%, for the first six months of 2004 compared to the same period in 2003. Repair and conversion gross profit increased $575,000, or 821.4%, and $522,000, or 100.6%, for the second
quarter and first six months of 2004 compared to the same periods of the prior year.



Vessel construction gross profit continues to be depressed primarily as a result of (1) the lack of production hours associated with less demand for commercial vessel construction jobs, (2) continuing delays in transitioning from design to
production on a major project for four vessels in our backlog and the corresponding lack of overhead absorption, and (3) the continued upward pressures on the price of steel. As a result of these factors, in the second quarter of 2004, we recorded
charges on two vessel construction projects totaling approximately $260,000. The delay in design approval on the four vessel project, which we believe was caused primarily by the customer, caused



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our overhead rates to rise because we could not take on additional work while we waited for the notice to proceed from
the customer. In addition, these customer-induced delays caused us to incur additional costs to purchase steel and other material for this project as a result of the surging prices of steel and other price increases. We are engaged in discussions
with this customer for recovery of these additional costs and are hopeful that we will be able to reach a favorable resolution to these matters. We are optimistic that we will not experience further customer-induced delays on the project; however,
more unanticipated delays could cause us to realize additional losses on the project if we are unable to secure other work to absorb our overhead during the delay. In addition, we currently have one construction project at our aluminum facility,
which is absorbing all of the construction overhead at that facility and caused us to realize a loss on the project during the second quarter. If we are not successful in obtaining new construction work for the aluminum facility in the near future,
this project may be required to absorb additional overhead thereby further increasing our loss on the project. Management is focused on pursuing all types of vessel construction projects to add to our backlog in order to alleviate some of the upward
pressure on our overhead rates.



Repair and conversion gross profit for the
current year periods improved primarily as a result of the overhead absorption benefits associated with the single, large, low margin fixed price repair job, as well as the disruptive impact in early 2003 associated with the transition and
relocation of the our core repair and conversion operations to Conrad Deepwater. In addition, the gross margins were depressed in the prior year period as a result of increases in the estimated costs at completion on a single significant fixed price
repair and conversion contract that was scheduled for delivery during this transition period.



Selling, general and administrative expenses (SG&A) increased $190,000, or 20.1%, for the second quarter of 2004 and $94,000, or 4.3%, for the first six months of 2004, respectively, compared to the
same periods in 2003. The increase in SG&A for the current year periods was primarily associated with our accrual during the second quarter of 2004 of all of the benefits under the separation agreement entered into with our former President and
Chief Executive Officer during April of 2004. This accrual offset the benefits the Company has recognized in SG&A as a result of the implementation of the cost reduction program.



Interest expense increased $27,000, or 25.2%, for the second quarter of 2004, and $89,000, or 51.4%, for the first six months of 2004
compared to the same periods in the prior year. The increase is primarily the result of an increase in the average outstanding loan balance associated with our expansion into aluminum marine fabrication and repair and the development of Conrad
Deepwater and the capitalization of interest related to the development of Conrad Deepwater in the prior year period. The increase is also a result of an increase in the variable interest rates on the Term and Development Loans, described in
Liquidity and Capital Resources, which we expect to continue to cause interest expense in 2004 to be higher than 2003.



The Company had an income tax benefit of $317,000 for the second quarter of 2004 compared to an income tax benefit of $384,000 in the same period of 2003. For the six
months ended June 30, 2004, the Company had an income tax benefit of $392,000 compared to an income tax benefit of $553,000 for the same period of the prior year. The income tax benefits are primarily attributable to the losses from operations as
discussed above.



Liquidity and Capital Resources



Net cash provided by operating activities was $2.4 million for the first six months of 2004
compared to net cash provided by operating activities of $748,000 for the prior year period. The increase is due to net decreases in billings related to costs and estimated earnings on uncompleted contracts, inventory and other assets and an
increase in accounts payable, offset by an increase in accounts receivable. The improvements in billings related to costs and estimated earnings and billings on uncompleted contracts are the result of favorable billing terms in the contracts in our
backlog. Our working capital position was $4.1 million at June 30, 2004 compared to $5.0 million at December 31, 2003. The decrease in working capital was primarily a result of the loss from operations.



Our capital requirements historically have been primarily for expansion and improvements to
our facilities and equipment. Our net cash used in investing activities of $51,000 for the six months ended June 30, 2004 reflected capital expenditures of approximately $876,000 for the development of Conrad Aluminum and approximately $155,000 for
improvements to facilities and equipment, partially offset by a draw of project funds for the



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development of Conrad Aluminum of $832,000 and proceeds from the sale of assets of $148,000. For 2004, the Board of
Directors has approved approximately $638,000 in capital expenditures for the repair and upgrade of existing facilities in addition to the completion of the aluminum facility expansion. As of June 30, 2004, we had an outstanding commitment of
$22,000 related to the completion of our aluminum facility. Substantially all of this commitment is expected to be paid within the next twelve months. Accordingly, we expect capital expenditures for the remainder of 2004 to be no more than
approximately $500,000.



Net cash used in financing activities was $631,000 for
the six months ended June 30, 2004 which included the repayment of $994,000 of debt, partially offset by proceeds from the grant from the State of Louisiana of $363,000.



We have a Loan Agreement with a commercial bank, which specifies the terms of the Term Loan, the Development Loan and the Revolving Credit
Facility. The interest rates are variable, and interest accrues at our option either at the JPMorgan Chase prime rate or LIBOR plus 2.25%. The Loan Agreement is secured by substantially all of our assets, contains customary restrictive covenants and
requires the maintenance of certain financial ratios which could limit our use of available capacity under the Revolving Credit Facility. In addition, the Loan Agreement prohibits us from paying dividends without the consent of the lender and
restricts our ability to incur additional indebtedness. We are in compliance with these covenants as of June 30, 2004. On August 11, 2004, the Loan Agreement was further amended to relax some of the financial covenants and to increase the variable
interest rate option by 50 basis points thereby changing the variable interest rate option to either the JPMorgan Chase prime rate plus 0.5% or LIBOR plus 2.75%. The amendment is filed as an exhibit to this report.



The Term Loan is payable in 34 remaining monthly principal payments of $107,000 plus
interest, with a final payment of $2.3 million due on May 31, 2007. At June 30, 2004, the Term Loan balance outstanding was $5.9 million and the interest rate was 3.43%.



The Revolving Credit Facility permits us to borrow up to $10.0 million for working capital and other general corporate purposes, including
the funding of acquisitions, and matures on May 31, 2005. No draws were outstanding as of June 30, 2004.



On July 18, 2002 we entered into the Development Loan which provided financing totaling $6.7 million to fund the development of Conrad Deepwater. The Development Loan included a revolver that converted to a term loan.
Payments under the revolver included interest only payments until March 31, 2003, at which time it converted to a term loan to be repaid in 49 monthly principal payments of $58,000 plus interest, with a final balloon payment of $3.9 million due on
May 31, 2007. At June 30, 2004, the Development Loan balance outstanding was $5.8 million and the interest rate was 3.36%.



In July 2003, we completed the financing for our expansion into the aluminum marine fabrication, repair and construction business. The expansion is part of a $5.5 million
investment in our original facility in Amelia, Louisiana (Amelia Topside), through our subsidiary Conrad Aluminum, L.L.C. The financing includes a $1.5 million grant by the State of Louisiana through the Economic Development Award
Program (EDAP) and $4.0 million of industrial revenue bonds issued by the St. Mary Parish Industrial Development Board. In connection with the issuance of the bonds, we contributed to the Industrial Development Board the land and buildings at the
Conrad Aluminum yard and are leasing them back along with the items purchased with the bond proceeds, with a right to repurchase the facility or extend the lease. The transaction is being accounted for as a financing and thus the original cost of
the property less accumulated depreciation remains reflected in our property, plant and equipment. The lease payments will be used to pay principal and interest on the bonds. Our parent company and all of our subsidiaries have guaranteed the bonds.
The bonds have a 15 year term and monthly principal payments of $22,222 plus interest. Interest accrues at 3.39% until September 14, 2004, and thereafter, at our option, at either the JPMorgan Chase prime rate or the higher of (a) 30, 60 or 90-day
LIBOR plus two percent or (b) the prime rate minus one percent. As of June 30, 2004, remaining industrial revenue bond proceeds of approximately $105,000 restricted for use on the aluminum facility expansion are included under the caption
Other Assets on our consolidated balance sheet for the period ended June 30, 2004.



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The $1.5 million EDAP grant requires us to create a total of 224 new jobs by December 31, 2006 and sustain that level
through December 31, 2012. If we fail to meet the job creation objectives, the state may recover related portions of the grant. As of June 30, 2004, approximately $1.5 million of equipment had been purchased with grant proceeds. Accordingly, as of
June 30, 2004, a $1.5 million liability was included under the caption Other Non-Current Liabilities on our consolidated balance sheet for the period ended June 30, 2004. This amount will be amortized into income in future periods over
the estimated useful lives of the related equipment and as the specified performance objectives are achieved. The equipment purchased with the grant proceeds is owned by St. Mary Parish and is being leased by us with an option to purchase. The
transaction is being accounted for as a financing and thus the assets are included in our property, plant and equipment on our consolidated balance sheet as of June 30, 2004.



In the normal course of our business, we are required to provide letters of credit as security for our workers compensation insurance
programs. Additionally, under certain contracts we may be required to provide letters of credit and bonds to secure our performance and payment obligations. At June 30, 2004, outstanding letters of credit and bonds amounted to $41.0 million. We
believe that general industry conditions have led customers to require performance bonds more often than in the past. We believe that we have secured adequate bonding for potential future job prospects. Although we believe that we will be able to
obtain contract bid and performance bonds, letters of credit, and similar obligations on terms we regard as acceptable, there can be no assurance we will be successful in doing so. In addition, the cost of obtaining such bonds, letters of credit and
similar obligations has increased and may continue to increase.



Our backlog
was $31.4 million at June 30, 2004 as compared to $43.6 million at December 31, 2003 and $34.8 million at June 30, 2003. Subsequent to the end of the quarter, we were awarded an $8.9 million contract by the United States Army Corps of Engineers for
the design and construction of a 144-foot, 3300 HP, ABS-Classed welded steel towboat. After an extended design phase, production is scheduled to begin in the first half of 2005.



Management believes that our existing working capital, cash flows from operations and bank commitments will be adequate to meet our working
capital needs for operations and capital expenditures through 2004. We believe that our ability to continue to do so thereafter will depend primarily on whether we are able to execute on our existing backlog profitably, and on whether we are able to
secure additional profitable backlog. Our revolving line of credit expires in May 2005 and although we do not have any amounts drawn on the facility currently, we believe access to a revolving line of credit is an important part of our available
cash resources and anticipate seeking to have the maturity extended before it expires. In addition, we have large principal payments becoming due on our long-term debt in 2007 and believe that we may need to refinance some or all of those amounts.
Our ability to extend our revolving line of credit and refinance our long-term debt will depend in large part on our financial condition and the condition of the credit markets at the time.



Recent Accounting Pronouncements



In January 2003, FASB issued Interpretation No. 46, Consolidation of Variable Interest
Entities (FIN 46). FIN 46 requires that companies that control another entity through interests other than voting interests should consolidate the controlled entity. In December 2003, the FASB issued modifications to FIN 46
(FIN46R), resulting in multiple effective dates based on the nature as well as the creation date of a variable interest entity. We do not have interests that would be considered variable interest entities under FIN 46.



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Item 3: Quantitative and Qualitative Disclosures About Market Risk



We are exposed to the risk of changing interest rates. Interest on all of our long-term debt including current maturities, amounting to $15.5 million with an average interest rate of 3.39% at June 30, 2004, was
variable based on short-term market rates. Thus a general increase of 1.0% in short-term market interest rates would result in additional interest cost of $155,000 per year if we were to maintain the same debt level and structure.



Item 4: Controls and Procedures



We evaluated the
effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2004. The evaluation was carried out under the supervision of and with the participation of our management, including our Chief Executive Officer and
Chief Financial Officer. Based on our evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to our company,
including our consolidated subsidiaries, required to be included in reports we file with or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934. There have been no changes in our internal control over financial
reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II. OTHER INFORMATION



Item 1. Legal Proceedings



Swiftships
Shipbuilders, LLC, et. al. vs. Conrad Industries, Inc., 16th Judicial District Court for the Parish of St. Mary. In February 2004, Swiftships Shipbuilders, LLC and two affiliates (collectively, Swiftships) brought suit against us,
alleging that various of our actions in connection with our expansion into the aluminum marine fabrication and repair business breached in bad faith a confidentiality agreement we entered into when we were considering acquiring Swiftships. The suit
also alleges that we conspired with one of our employees who is a former Swiftships employee to breach a confidentiality agreement the employee had with Swiftships as a result of his employment with them. The suit also alleges violations of the
Louisiana Uniform Trade Secrets Act, unfair trade practices and fraud. The suit seeks unspecified damages and asks for injunctive relief to prevent further alleged breaches of the confidentiality agreements and misappropriation of trade secrets. The
action is in its earliest stages and no formal discovery or depositions have taken place. We believe that the claims are without merit and intend to defend ourselves vigorously.



We are a party to various routine legal proceedings primarily involving commercial claims and workers compensation claims. While the
outcome of these routine claims and legal proceedings cannot be predicted with certainty, management believes that the outcome of such proceedings in the aggregate, even if determined adversely, would not have a material adverse effect on our
consolidated financial position, results of operations or liquidity.



Item 4. Submission of Matters to a Vote of Security Holders



The Companys 2004 annual meeting of stockholders was held on June 10, 2004. All director nominees were elected. The voting tabulation was as follows: J. Parker Conrad: 5,942,169 votes for, 674,572 votes
withheld, John P. Conrad, Jr.: 5,942,169 votes for, 674,572 votes withheld.



Item 6. Exhibits and Reports on Form 8-K



| | (a) | Exhibits
| | --- | --------



|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  |  |  | Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to our Annual Report on Form 10-K for year ended December 31, 1998 and incorporated by reference
herein).                                                                                                                                                                                                                                                                                                    
|     |  |  
|3.2  |  |  |  | Amended and Restated Bylaws (filed as Exhibit 3.2 to our Annual Report on Form 10-K for year ended December 31, 1998 and incorporated by reference herein).                                                                                                                                                                                                                                                                                                                          
|     |  |  
|4.1  |  |  |  | Specimen Common Stock Certificate (filed as Exhibit 4 to our Registration Statement on Form 8-A filed May 14, 1998 and incorporated by reference herein).                                                                                                                                                                                                                                                                                                                            
|     |  |  
|4.2  |  |  |  | Registration Rights Agreement by and among Conrad Industries, Inc., J. Parker Conrad, John P. Conrad, Jr., Katherine C. Court, The John P. Conrad, Jr. Trust, The Daniel T. Conrad Trust, The
Glen Alan Conrad Trust, The Kenneth C. Conrad Trust, The Katherine C. Court Trust, The James P. Court Trust, William H. Hidalgo, and Cecil A. Hernandez (filed as Exhibit 4.2 to our Annual Report on Form 10-K for year ended December 31, 1998 and
incorporated by reference herein).
|     |  |  
|4.3  |  |  |  | Rights Agreement dated May 23, 2002 between Conrad Industries, Inc. and American Stock Transfer & Trust Company (filed as Exhibits 1, 2, 3 and 4 to our Registration Statement on Form 8-A
filed May 29, 2002 and incorporated by reference herein).                                                                                                                                                                                                                                 
|     |  |  
|10.1 |  |  |  | Separation Agreement between Conrad Industries, Inc. and Kenneth G. Myers, Jr. dated April 2, 2004 (filed as Exhibit 10 to our Current Report on Form 8-K filed April 2, 2004 and incorporated
by reference herein).                                                                                                                                                                                                                                                                 
|     |  |  
|10.2 |  |  |  | Seventh Amendment to the Third Amended and Restated Loan Agreement by and among Whitney National Bank, Conrad Shipyard, L.L.C., Orange Shipbuilding Company, Inc. and Conrad Industries dated
August 11, 2004.                                                                                                                                                                                                                                                                       



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|     |  |   |  |                                                                                                                                        
|---- |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------
|10.3 |  |  |  | Employment Agreement effective August 16, 2004, between Conrad Industries, Inc. and Cecil A. Hernandez.                                
|     |  |  
|31.1 |  |  |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                
|     |  |  
|31.2 |  |  |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                
|     |  |  
|32.1 |  |  |  | Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



| | (b) | Reports on Form 8-K
| | --- | -------------------



On April 2, 2004, we filed a report on Form 8-K to report the terms and conditions of the Separation Agreement by and between the Company and Kenneth G.
Myers, Jr., our former President & Chief Executive Officer.



On May 5, 2004, we filed a report on Form 8-K to report our first quarter 2004 results.



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SIGNATURE



Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Date: August 16, 2004



CONRAD INDUSTRIES, INC.By:

/s/ LEWIS J. DERBES, JR.Lewis J. Derbes, Jr.Vice President and Chief Financial Officer




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