<PAGE>

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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               ----------------

                                   FORM 10-Q

[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934

                      For the period ended June 30, 1999

                                      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


                            CONRAD INDUSTRIES, INC.
            (Exact name of registrant as specified in its charter)

              Delaware                                 72-1416999
   (State of other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                  Identification No.)


          1501 Front Street                               70381
            P.O. Box 790                               (Zip Code)
       Morgan City, Louisiana
   (Address of principal executive
              offices)

      Registrant's telephone number, including area code: (504) 384-3060

                               ----------------

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

  As of August 13, 1999, 7,077,723 shares of the registrant's Common Stock
were outstanding.

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<PAGE>

                                   FORM 10-Q

                   CONRAD INDUSTRIES, INC. AND SUBSIDIARIES

                               Table of Contents

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
Part I. Financial Information

  Item 1. Financial Statements (Unaudited)
    Consolidated Balance Sheets June 30, 1999 and December 31, 1998.......   3
    Consolidated Statements of Operations Three and Six Months Ended June
     30, 1999 and 1998....................................................   4
    Consolidated Statements of Cash Flows Six Months Ended June 30, 1999
     and 1998.............................................................   5
    Notes to the Consolidated Financial Statements........................   6

  Item 2. Management's Discussion and Analysis of Financial Condition and
   Results of Operations..................................................  11

Part II. Other Information

  Item 6. Exhibits and Reports on Form 8-K................................  17
Signature.................................................................  18
</TABLE>

FORWARD-LOOKING-STATEMENTS

  This Form 10-Q includes "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 the Company's current views with respect to future events
and are subject to certain risks, uncertainties and assumptions, including the
Company's reliance on cyclical industries, the Company's reliance on principal
customers and government contracts, the Company's 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 the Company's backlog at the option of
customers, operating risks, competition for marine vessel contracts, the
Company's 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. 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. The
Company does not intend to update these forward-looking statements. Although
the Company believes that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such expectations
will prove correct.

                                       2
<PAGE>

                         PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                    CONRAD INDUSTRIES, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                       (In thousands, except share data)

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                          June 30, December 31,
                                                            1999       1998
                         ASSETS                           -------- ------------
<S>                                                       <C>      <C>
CURRENT ASSETS:
  Cash and cash equivalents.............................. $ 5,420    $ 3,074
  Accounts receivable, net...............................   3,095      7,682
  Costs and estimated earnings in excess of billings on
   uncompleted contracts.................................   3,209      2,692
  Inventories............................................     209        230
  Other current assets...................................   2,299        562
                                                          -------    -------
    Total current assets.................................  14,232     14,240

PROPERTY, PLANT AND EQUIPMENT, net.......................  17,667     18,104
COST IN EXCESS OF NET ASSETS ACQUIRED....................  14,569     14,963
OTHER ASSETS.............................................     207        212
                                                          -------    -------
TOTAL ASSETS............................................. $46,675    $47,519
                                                          =======    =======

<CAPTION>
          LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                       <C>      <C>
CURRENT LIABILITIES:
  Accounts payable....................................... $   904    $ 1,650
  Accrued employee costs.................................     654        215
  Accrued expenses.......................................     485      1,255
  Current maturities of long-term debt...................   2,512      2,594
  Billings in excess of costs and estimated earnings on
   uncompleted contracts.................................     657        848
                                                          -------    -------
    Total current liabilities............................   5,212      6,562
LONG-TERM DEBT, less current maturities..................   6,061      7,318
DEFERRED INCOME TAXES....................................   3,396      3,157
                                                          -------    -------
    Total liabilities....................................  14,669     17,037
                                                          -------    -------
COMMITMENTS AND CONTINGENCIES (Note 5)
SHAREHOLDERS' EQUITY:
  Common stock, $0.01 par value, 20,000,000 shares
   authorized, 7,077,723 shares outstanding in 1999 and
   1998..................................................      71         71
  Additional paid-in capital.............................  27,780     27,780
  Retained earnings......................................   4,155      2,631
                                                          -------    -------
    Total shareholders' equity...........................  32,006     30,482
                                                          -------    -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY............... $46,675    $47,519
                                                          =======    =======
</TABLE>

           See notes to unaudited consolidated financial statements.

                                       3
<PAGE>

                    CONRAD INDUSTRIES, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                     (In thousands, except per share data)

                                  (Unaudited)

<TABLE>
<CAPTION>
                                              Three Months      Six Months
                                             Ended June 30,   Ended June 30,
                                             ---------------  ----------------
                                              1999    1998     1999     1998
                                             ------  -------  -------  -------
<S>                                          <C>     <C>      <C>      <C>
REVENUE..................................... $8,710  $12,418  $18,170  $23,987
COST OF REVENUE.............................  6,419    8,669   13,389   16,809
                                             ------  -------  -------  -------
GROSS PROFIT................................  2,291    3,749    4,781    7,178
SELLING, GENERAL AND ADMINISTRATIVE
 EXPENSES...................................  1,011      885    1,990    1,773
EXECUTIVE COMPENSATION EXPENSE..............     --      359       --    4,675
                                             ------  -------  -------  -------
INCOME FROM OPERATIONS......................  1,280    2,505    2,791      730
INTEREST EXPENSE............................   (161)    (502)    (339)  (1,005)
OTHER INCOME................................     57       86      123      179
                                             ------  -------  -------  -------
INCOME (LOSS) BEFORE INCOME TAXES...........  1,176    2,089    2,575      (96)
PROVISION FOR INCOME TAXES..................    484      410    1,051      703
PROVISION FOR CUMULATIVE DEFERRED TAXES.....     --      675       --      675
                                             ------  -------  -------  -------
NET INCOME (LOSS)........................... $  692  $ 1,004  $ 1,524  $(1,474)
                                             ======  =======  =======  =======
Net income (loss) per common share:
  Basic and diluted......................... $ 0.10  $  0.18  $  0.22  $ (0.29)
                                             ======  =======  =======  =======
Weighted average common shares outstanding:
  Basic and diluted.........................  7,078    5,662    7,078    5,167
                                             ======  =======  =======  =======
Pro forma data (Note 3):
  Income (loss) before income taxes as
   reported above........................... $1,176  $ 2,089  $ 2,575  $   (96)
  Pro forma provision for income taxes......    484    1,009    1,051    1,427
                                             ------  -------  -------  -------
  Pro forma net income (loss)............... $  692  $ 1,080  $ 1,524  $(1,523)
                                             ======  =======  =======  =======
  Pro forma net income (loss) per share..... $ 0.10  $  0.17  $  0.22  $ (0.25)
                                             ======  =======  =======  =======
  Common and equivalent shares outstanding..  7,078    6,367    7,078    5,977
                                             ======  =======  =======  =======
</TABLE>


           See notes to unaudited consolidated financial statements.

                                       4
<PAGE>

                    CONRAD INDUSTRIES, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                             Six Months Ended
                                                                 June 30,
                                                             -----------------
                                                              1999      1998
                                                             -------  --------
<S>                                                          <C>      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss).......................................... $ 1,524  $ (1,474)
  Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
  Depreciation and amortization.............................   1,126     1,108
  Deferred income tax expense...............................     239       589
  Executive compensation expense............................      --     4,675
  Changes in assets and liabilities, net of effect of
   acquisition:
   Accounts receivable......................................   4,587       136
   Net change in billings related to cost and estimated
    earnings on uncompleted contracts.......................    (708)   (3,884)
   Inventory and other assets...............................  (1,720)     (966)
   Accounts payable and accrued expenses....................  (1,077)      608
                                                             -------  --------
    Net cash provided by operating activities...............   3,971       792
                                                             -------  --------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures for plant and equipment...............    (286)   (1,485)
                                                             -------  --------
    Net cash used in investing activities...................    (286)   (1,485)
                                                             -------  --------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from issuance of debt.............................      --    10,687
 Principal repayments of debt...............................  (1,339)  (23,030)
 Distributions to stockholders..............................      --   (12,292)
 Proceeds from sale of common stock, net....................      --    21,628
                                                             -------  --------
    Net cash used in financing activities...................  (1,339)   (3,007)
                                                             -------  --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........   2,346    (3,700)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD..............   3,074     7,551
                                                             -------  --------
CASH AND CASH EQUIVALENTS, END OF PERIOD.................... $ 5,420  $  3,851
                                                             =======  ========
SUPPLEMENTAL DISCLOSURES CASH FLOW INFORMATION:
 Interest paid.............................................. $   339  $  1,111
                                                             =======  ========
 Taxes paid................................................. $ 1,452  $    340
                                                             =======  ========
NONCASH ACTIVITIES:
 Issuance of stock to executives............................ $    --  $  4,675
                                                             =======  ========
 Distributions of assets to stockholders.................... $    --  $    406
                                                             =======  ========
</TABLE>

           See notes to unaudited consolidated financial statements.

                                       5
<PAGE>

                   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.
New construction work and the majority of repair work is performed on a fixed-
price basis, but the Company also performs some 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 1998 consolidated financial
statements and related notes filed on Form 10-K for the year ended December
31, 1998.

  The results of operations for the three-month and six-month periods ended
June 30, 1999 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1999.

  The Company was incorporated in March 1998 to serve as the holding company
for Conrad Shipyard, Inc. ("Conrad") and Orange Shipbuilding Company, Inc.
("Orange Shipbuilding"). The shareholders of Conrad entered into an Exchange
Agreement pursuant to which they have exchanged their shares of common stock
of Conrad for shares of common stock of the Company (the "Reorganization"). In
accordance with the terms of the Exchange Agreement, the shareholders of
Conrad received a number of shares of common stock in direct proportion to
their relative shareholdings in Conrad. As a result of the Reorganization, the
Company is a holding company whose only assets consist of all the outstanding
shares of capital stock of Conrad. Conrad continues to own all of the
outstanding stock of Orange Shipbuilding.

  On December 12, 1997, Conrad acquired all of the outstanding shares of
Orange Shipbuilding for $25,817,000. The acquisition has been accounted for by
the purchase method. Accordingly, the operations of Orange Shipbuilding are
included in the Company's operations of the three-month and six-month periods
ended June 30, 1999 and 1998. The acquisition was funded with a $25.0 million
short-term promissory note and existing cash.

  Subsequent to December 31, 1997, Conrad refinanced the $25.0 million
promissory note into a term loan. The loan bears interest at LIBOR rate plus
2.0% until September 18, 1999. Conrad will then have the option to convert the
interest rate to either the lender's prime rate less 0.5% or LIBOR rate plus
2.0%. Interest only was payable until May 1998. Thereafter, the term loan
became payable in seventy monthly principal payments of $209,000 plus interest
with a final payment due in April 2004.

  Prior to the Reorganization and the completion of its initial public
offering (the "Offering"), Conrad made an election to terminate their S
corporation status and became subject to federal and state tax thereafter. As
a result of its conversion from an S corporation to a C corporation, Conrad
was required to record a one-time charge to earnings a deferred tax liability
of $675,000 in the second quarter of 1998. Prior to the completion of the
Offering, Conrad made a $10.0 million distribution to its shareholders, which
represented undistributed earnings of Conrad estimated through the date of the
termination of the S corporation status, on which Conrad's current
shareholders have incurred federal and state income taxes. The distribution
was funded with borrowings under a $10.0 million revolving credit facility.
The facility bears interest on the same terms as the term loan referred to
above and matures on July 31, 1999. Subsequent to June 30, 1999, Conrad
extended the maturity date on the revolving credit facility until October 31,
1999. Conrad has also received a commitment to renew the Revolving Credit
Facility through April 30, 2001.

                                       6
<PAGE>

                   CONRAD INDUSTRIES, INC. AND SUBSIDIARIES

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


  On June 15, 1998, the Company completed its initial public offering in which
it sold 2.0 million shares of common stock. The Company received net proceeds
from the Offering of $22.3 million. The net proceeds were used to repay $12.3
million of indebtedness under the term loan and $10.0 million of indebtedness
under the revolving credit facility.

  On July 13, 1998, the underwriters of the Offering exercised 125,000 shares
of common stock of their over-allotment option. The net proceeds of the over-
allotment exercise of $1.4 million were used to repay indebtedness on the term
loan.

2. RECEIVABLES

  Receivables consisted of the following at June 30, 1999 and December 31,
1998 (in thousands):

<TABLE>
<CAPTION>
                                                                 1999   1998
                                                                ------ -------
     <S>                                                        <C>    <C>
     U.S. Government:
       Amounts billed.......................................... $  461 $ 3,705
       Unbilled costs and estimated earnings on uncompleted
        contracts..............................................  1,736     558
                                                                ------ -------
                                                                 2,197   4,263
     Commercial:
       Amounts billed..........................................  2,634   3,977
       Unbilled costs and estimated earnings on uncompleted
        contracts..............................................  1,473   2,134
                                                                ------ -------
         Total................................................. $6,304 $10,374
                                                                ====== =======
</TABLE>

  Included above in amounts billed is an allowance for doubtful accounts of
$20,000 at June 30, 1999 and December 31, 1998. During 1999 and 1998 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, 1999,
substantially all is expected to be collected within the next twelve months.

  Information with respect to uncompleted contracts as of June 30, 1999 and
December 31, 1998 is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                 1999    1998
                                                                ------- -------
     <S>                                                        <C>     <C>
     Costs incurred on uncompleted contracts................... $23,022 $20,945
     Estimated earnings........................................   8,252   6,922
                                                                ------- -------
                                                                 31,274  27,867
     Less billings to date.....................................  28,722  26,023
                                                                ------- -------
                                                                $ 2,552 $ 1,844
                                                                ======= =======
</TABLE>

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

<TABLE>
<CAPTION>
                                                                 1999   1998
                                                                ------ ------
   <S>                                                          <C>    <C>
   Costs and estimated earnings in excess of billings on
    uncompleted contracts...................................... $3,209 $2,692
   Billings in excess of cost and estimated earnings on
    uncompleted contracts......................................    657    848
                                                                ------ ------
     Total..................................................... $2,552 $1,844
                                                                ====== ======
</TABLE>

                                       7
<PAGE>

                   CONRAD INDUSTRIES, INC. AND SUBSIDIARIES

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


3. INCOME PER SHARE

  In 1997 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 128, "Earnings Per Share" ("SFAS 128"). SFAS
128 requires the replacement of previously reported primary and fully diluted
earnings per share required by Accounting Principles Board Opinion No. 15 with
basic earnings per share and diluted earnings 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
per share was 7,077,723 and 5,661,538 for the three months ended June 30, 1999
and 1998, respectively and 7,077,723 and 5,166,758 for the six months ended
June 30, 1999 and 1998, respectively.

  Proforma income per share consists of the Company's historical income as an
S corporation, adjusted for income taxes that would have been recorded had the
Company operated as a C corporation and excludes the one-time charge of
$675,000 to record the cumulative deferred income tax provision. This amount
is divided by the weighted average shares of common stock outstanding which
were increased in 1998 to reflect sufficient additional shares to pay the
$10.0 million distribution of estimated undistributed earnings to shareholders
(916,591 shares). All such additional shares are based on the offering price
of $12.00 per share, net of offering expenses.

4. SEGMENT AND RELATED INFORMATION

  The Company classifies its business into two segments:

 Vessel Construction

  The Company constructs a variety of marine vessels, including large and
small deck barges, single and double hull tank barges, lift boats, push boats,
offshore tug boats and offshore support vessels. The Company also fabricates
components of offshore drilling rigs and floating production, storage and
offloading vessels including sponsons, stability columns, blisters, pencil
columns and other modular components.

 Repair and Conversions

  The Company's 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. The Company also derives 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.

  The Company evaluates the performance of its segments based upon gross
profit. Selling, general and administrative expenses, executive compensation
expense, interest expense, other income (expense), 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 the Company's Form
10-K for the year ended December 31, 1998. Intersegment sales and transfers
are not significant.

                                       8
<PAGE>

                    CONRAD INDUSTRIES, INC. AND SUBSIDIARIES

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


  Selected information as to the operations of the Company by segment is as
follows (in thousands):

<TABLE>
<CAPTION>
                                             Three Months
                                              Ended June       Six Months
                                                  30,        Ended June 30,
                                             --------------  ----------------
                                              1999    1998    1999     1998
                                             ------  ------  -------  -------
<S>                                          <C>     <C>     <C>      <C>
Revenue:
  Vessel construction....................... $6,758  $7,944  $13,883  $16,548
  Repair and conversions....................  1,952   4,474    4,287    7,439
                                             ------  ------  -------  -------
    Total revenue...........................  8,710  12,418   18,170   23,987
                                             ------  ------  -------  -------
Cost of revenue:
  Vessel construction.......................  4,831   5,688    9,905   11,846
  Repair and conversions....................  1,588   2,981    3,484    4,963
                                             ------  ------  -------  -------
    Total cost of revenue...................  6,419   8,669   13,389   16,809
                                             ------  ------  -------  -------
Gross profit:
  Vessel construction.......................  1,927   2,256    3,978    4,702
  Repair and conversions....................    364   1,493      803    2,476
                                             ------  ------  -------  -------
    Total gross profit......................  2,291   3,749    4,781    7,178
Selling, general and administrative
 expenses...................................  1,011     885    1,990    1,773
Executive compensation expense..............     --     359       --    4,675
                                             ------  ------  -------  -------
Income from operations......................  1,280   2,505    2,791      730
Interest expense............................   (161)   (502)    (339)  (1,005)
Other income................................     57      86      123      179
                                             ------  ------  -------  -------
Income (loss) before income taxes...........  1,176   2,089    2,575      (96)
Provision for income taxes..................    484     410    1,051      703
Provision for cumulative deferred taxes.....     --     675       --      675
                                             ------  ------  -------  -------
Net income (loss)........................... $  692  $1,004  $ 1,524  $(1,474)
                                             ======  ======  =======  =======
</TABLE>

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

<TABLE>
<CAPTION>
                                                          Three
                                                         Months    Six Months
                                                          Ended    Ended June
                                                        June 30,       30,
                                                        --------- -------------
                                                        1999 1998  1999   1998
                                                        ---- ---- ------ ------
<S>                                                     <C>  <C>  <C>    <C>
Depreciation and amortization expense:
  Vessel construction.................................. $195 $203 $  398 $  402
  Repair and conversions...............................  131  134    262    250
  Included in selling, general and administrative
   expenses............................................  233  221    466    456
                                                        ---- ---- ------ ------
    Total depreciation and amortization expense........ $559 $558 $1,126 $1,108
                                                        ==== ==== ====== ======
</TABLE>



                                       9
<PAGE>

                   CONRAD INDUSTRIES, INC. AND SUBSIDIARIES

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


<TABLE>
<CAPTION>
                                          Three Months Ended  Six Months Ended
                                               June 30,           June 30,
                                          ------------------- -----------------
                                            1999      1998     1999     1998
                                          --------- --------- -----------------
       <S>                                <C>       <C>       <C>     <C>
       Capital expenditures:
         Vessel construction.............      $10       $145 $    33 $     264
         Repair and conversions..........       11        267      29       991
         Other...........................       75         --     224       230
                                          --------  --------- ------- ---------
           Total capital expenditures.... $     96  $     412 $   286 $   1,485
                                          ========  ========= ======= =========
</TABLE>

  Total assets of the Company by segment is as follows at June 30, 1999 and
December 31, 1998 (in thousands):

<TABLE>
<CAPTION>
                                                                  1999    1998
                                                                 ------- -------
      <S>                                                        <C>     <C>
      Total assets:
        Vessel construction..................................... $34,555 $35,245
        Repair and conversions..................................   6,241   7,554
        Other...................................................   5,879   4,720
                                                                 ------- -------
          Total assets.......................................... $46,675 $47,519
                                                                 ======= =======
</TABLE>

  Certain assets and capital expenditures of the Company are allocated to
corporate and are included in the "Other" caption.

  Revenues included in the consolidated financial statements of the Company
are derived from customers domiciled in the United States. All assets of the
Company are located in the United States.

5. COMMITMENTS AND CONTINGENCIES

  At June 30, 1999, the Company had outstanding contract performance bonds
issued by a third party in the amount of $3,660,000. Subsequent to June 30,
1999, the Company executed an additional contract performance bond issued by a
third party in the amount of $459,000.

  The Company has employment agreements with certain of its executive officers
which generally provide for an initial term of three years and minimum annual
total compensation of $851,000.

  The Company is a party to various legal proceedings primarily involving
commercial claims and workers' compensation claims. While the outcome of these
claims and legal proceedings cannot be predicted with certainty, management
believes that the outcome of all such proceedings, even if determined
adversely, would not have a material adverse effect on the Company's
consolidated financial statements.

6. NEW ACCOUNTING PRONOUNCEMENTS

  In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"). SFAS 133 establishes accounting and
reporting standards for derivative instruments and hedging activities. The
Company has considered the implications of SFAS 133 and has concluded that its
implementation will not have a material effect on the Company's consolidated
financial statements.

                                      10
<PAGE>

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 the Company's annual report and Form 10-K for the year ended December 31,
1998.

Overview

  The Company was incorporated in March 1998 to serve as the holding company
for Conrad Shipyard, Inc. ("Conrad") and Orange Shipbuilding Company, Inc.
("Orange Shipbuilding"). The shareholders of Conrad entered into an exchange
agreement pursuant to which they have exchanged their shares of common stock
of Conrad for shares of common stock of the Company (the "Reorganization")
prior to the completion of the Offering. In accordance with the terms of the
exchange agreement, the shareholders of Conrad received a number of shares of
common stock of the Company in direct proportion to their relative
shareholdings in Conrad. As a result of the Reorganization, the Company is a
holding company whose only assets consist of all of the outstanding shares of
capital stock of Conrad. Conrad continues to own all of the outstanding stock
of Orange Shipbuilding.

  Conrad has operated since 1948 at its shipyard in Morgan City, Louisiana,
and specializes in the construction, conversion and repair of large and small
deck barges, single and double hull tank barges, lift boats, push boats, tow
boats and offshore tug boats. In December 1997, Conrad acquired Orange
Shipbuilding to increase its capacity to serve Conrad's existing markets and
to expand its product capability into the construction of additional types of
marine vessels, including offshore tug boats, push boats and double hull
barges, and the fabrication of modular components for offshore drilling rigs
and FPSOs. In February 1998, Conrad commenced operations at a conversion and
repair facility in Amelia, Louisiana, thereby expanding its capacity to
provide conversion and repair services for marine vessels.

  The Company completed its initial public offering of common stock (the
"Offering") on June 15, 1998 in which it sold 2.1 million shares of common
stock for net proceeds of $23.7 million ($1.4 million was received in July
1998) after underwriting discounts of $1.8 million. The Company used all of
the proceeds to repay $10 million of indebtedness under the Company's
revolving credit facility and the remaining net proceeds were used to repay
$13.7 million of the approximately $25 million of indebtedness under a term
loan.

  The demand for the Company's products and services is dependent upon a
number of factors, including the economic condition of the Company's customers
and markets, the age and state of repair of the vessels operated by the
Company's customers and the relative cost to construct a new vessel as
compared with repairing an older vessel. Demand for the Company's products and
services has been adversely impacted recently by decreased activity in the
offshore oil and gas industry. Activity by other commercial and government
customers to construct new vessels to replace older vessels and upgrade the
capacity or functionality of existing vessels has remained steady. In
addition, the Orange acquisition has enabled the Company to capitalize on the
demand for new vessel construction by government customers such as the U.S.
Army, U.S. Navy, U.S. Coast Guard and Corps of Engineers.

  The Company is engaged in various types of construction under contracts that
generally range from one month to 36 months in duration. The Company uses the
percentage-of-completion method of accounting and therefore, takes into
account the estimated costs, estimated earnings and revenue to date on fixed-
price contracts not yet completed. The amount of revenue recognized is equal
to 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. 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.

                                      11
<PAGE>

  Most of the contracts entered into by the Company for new vessel
construction, whether commercial or governmental, are fixed-price contracts
under which the Company retains all cost savings on completed contracts but is
liable for all cost overruns. The Company develops its 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 bids such projects in order to
achieve a sufficient profit margin to justify the allocation of its resources
to such project. The Company's 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. For projects in which the customer provides material or equipment,
the Company generally charges material handling and warehousing fees,
resulting in higher profit margins than for projects in which the Company
provides the materials and equipment. The Company generally performs
conversion and repair services on the basis of cost-plus-fee arrangements
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.

Recent Events

  Conrad operated as an S corporation for federal and state income tax
purposes since April 1, 1990. As a result, Conrad was not subject to federal
or state income tax until after May 1998, and the entire earnings of Conrad
were subject to tax directly at the shareholder level. In May 1998, Conrad's S
election was terminated and thereafter Conrad became subject to corporate
level income taxation. A one-time net deferred tax liability charge to
earnings of $675,000 was made during the second quarter of 1998 in connection
with the termination of its S Corporation status. Orange Shipbuilding was also
taxed as an S corporation from April 1, 1995 to October 1, 1997, when it
elected to terminate its S corporation status, and as a result became subject
to corporate income taxes for periods commencing on or after such date. Orange
Shipbuilding recorded a one time net deferred tax liability of approximately
$200,000 in the fourth quarter ended December 31, 1997.

  In the past, Conrad made distributions to its shareholders in order to fund
their federal and state income tax liabilities that resulted from Conrad's S
corporation status. In accordance with this practice, during the first quarter
of 1998, Conrad distributed approximately $506,000 to its shareholders and
distributed an additional $1.8 million prior to the effective date of the
Offering to fund the shareholders' federal and state income tax liabilities
estimated through the date of termination of its S corporation status.

  On May 22, 1998, prior to the Reorganization, Conrad made an additional $10
million distribution ("Shareholder Distribution") to its shareholders which
amount represented undistributed earnings of Conrad, estimated through the
date of the termination of Conrad's S corporation status, on which Conrad's
shareholders incurred federal and state income taxes. Conrad also made a
distribution of certain nonoperating assets with a fair market value of
approximately $406,000 to its shareholders prior to the completion of the
Offering. The distributions of cash and non-operating assets were made prior
to the completion of the Offering, and Conrad funded the Shareholder
Distributions with borrowing under its revolving credit facility, which
borrowings were repaid with proceeds of the Offering.

  In the first quarter of 1998, Conrad issued shares of restricted common
stock to William H. Hidalgo, the President and Chief Executive Officer, and
Cecil A. Hernandez, the Vice President-Finance and Administration and Chief
Financial Officer, in consideration of past services rendered. The agreements
related to such restricted stock provide that 50% of the shares of common
stock issued to each such executive would be subject to forfeiture in the
event of the voluntary termination of employment by such executive for other
than "good reason" prior to the expiration of the initial three-year term of
employment specified in the employment agreement of such executive, provided
that such restriction would lapse in the event of (i) the termination by the
Company of such executive's employment for reasons other than "cause" (as
defined) or (ii) the death, disability or retirement (at or after the age of
65) of such executive and will also lapse with respect to 33 1/3% of such
restricted shares on each of the first three anniversaries of the completion
of the Offering. The shares of common stock of Conrad issued to Mr. Hidalgo
and Mr. Hernandez were exchanged, respectively, for 385,695 and 153,819 shares
of common stock of the Company pursuant to the Reorganization. In connection
with the issuance

                                      12
<PAGE>

of shares of Conrad common stock, Mr. Hidalgo and Mr. Hernandez, executed
promissory notes in the amounts of $239,870 and $97,400, respectively,
representing their tax liabilities paid by the Company. These tax notes were
repaid in full by Mr. Hidalgo and Mr. Hernandez in July 1998. In connection
with the issuance of these shares to Messrs. Hidalgo and Hernandez, the
Company estimated it would recognize aggregate compensation expense of $8.6
million, of which $4.3 million was recognized in the first quarter of 1998 and
the remainder was estimated to be recognized over a three-year vesting period,
of which $360,000 was expensed in the second quarter of 1998. During the third
quarter of 1998 the executives surrendered and the Company cancelled an
aggregate 247,277 of their restricted shares in order to eliminate the
recurring compensation expense associated with the lapse of the restrictions.
As a result of the cancellation of the restricted shares, the remainder of the
estimated compensation expense of $4.0 million will not be recognized in the
future.

  On November 3, 1998 and May 4, 1999, the executives were awarded options to
purchase an aggregate of 364,043 and 35,957 shares, respectively, of Company
common stock at the market price of the stock on the dates of the awards. On
March 2, 1999 and April 15, 1999, Messrs. Hidalgo and Hernandez executed
promissory notes payable to Conrad Industries bearing interest at 9.0% per
annum in the amounts of $ 233,327 and $139,277, respectively, representing
their tax liabilities in connection with common shares issued to them and
surrendered during the third quarter of 1998

Results of Operations

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

<TABLE>
<CAPTION>
                          Three Months Ended June
                                    30,                 Six Months Ended June 30,
                         ----------------------------  ------------------------------
                          1999           1998           1999            1998
                         ------         ------         -------         -------
<S>                      <C>     <C>    <C>     <C>    <C>      <C>    <C>      <C>
Financial Data:
Revenue
 Vessel construction.... $6,758   77.6% $7,944   64.0% $13,883   76.4% $16,548   69.0%
 Repair and
  conversions...........  1,952   22.4%  4,474   36.0%   4,287   23.6%   7,439   31.0%
                         ------         ------         -------         -------
  Total revenue.........  8,710  100.0% 12,418  100.0%  18,170  100.0%  23,987  100.0%
                         ------         ------         -------         -------
Cost of revenue
 Vessel construction....  4,831   71.5%  5,688   71.6%   9,905   71.3%  11,846   71.6%
 Repair and
  conversions...........  1,588   81.4%  2,981   66.6%   3,484   81.3%   4,963   66.7%
                         ------         ------         -------         -------
  Total cost of
   revenue..............  6,419   73.7%  8,669   69.8%  13,389   73.7%  16,809   70.1%
                         ------         ------         -------         -------
Gross profit
 Vessel construction....  1,927   28.5%  2,256   28.4%   3,978   28.7%   4,702   28.4%
 Repair and
  conversions...........    364   18.6%  1,493   33.4%     803   18.7%   2,476   33.3%
                         ------         ------         -------         -------
  Total gross profit....  2,291   26.3%  3,749   30.2%   4,781   26.3%   7,178   29.9%
                         ------         ------         -------         -------
 S G & A expenses.......  1,011   11.6%    885    7.1%   1,990   11.0%   1,773    7.4%
 Non-cash executive
  compensation (1)......     --    0.0%    359    2.9%      --    0.0%   4,675   19.5%
                         ------         ------         -------         -------
 Income from
  operations............  1,280   14.7%  2,505   20.2%   2,791   15.4%     730    3.0%
 Interest expense.......    161    1.8%    502    4.0%     339    1.9%   1,005    4.2%
 Other expenses
  (income), net.........    (57)  -0.7%    (86)  -0.7%    (123)  -0.7%    (179)  -0.7%
                         ------         ------         -------         -------
 Income (loss) before
  income taxes..........  1,176   13.5%  2,089   16.8%   2,575   14.2%     (96)  -0.4%
 Income taxes...........    484    5.6%    410    3.3%   1,051    5.8%     703    2.9%
 Cumulative deferred tax
  provision.............     --    0.0%    675    5.4%      --    0.0%     675    2.8%
                         ------         ------         -------         -------
 Net Income (loss)...... $  692    7.9% $1,004    8.1% $ 1,524    8.4% $(1,474)  -6.1%
                         ======         ======         =======         =======
Pro Forma Data:
Income (loss) before
 income taxes........... $1,176   13.5% $2,089   16.8% $ 2,575   14.2% $   (96)  -0.4%
Pro forma provision for
 income taxes (2).......    484    5.6%  1,009    8.1%   1,051    5.8%   1,427    5.9%
                         ------         ------         -------         -------
Pro forma net income
 (loss)................. $  692    7.9% $1,080    8.7% $ 1,524    8.4% $(1,523)  -6.3%
                         ======         ======         =======         =======
EBITDA (3).............. $1,839   21.1% $3,422   27.6% $ 3,917   21.6% $ 6,513   27.2%
                         ======         ======         =======         =======
Operating Data: Labor
 hours..................    132            181             279             332
</TABLE>

                                      13
<PAGE>

(1) Represents, non-cash executive compensation expense related to the
    issuance of shares of common stock to executives by Conrad in the first
    quarter of 1998.
(2) Pro Forma data gives effect to the application of federal and state income
    taxes to the Company as if it were a C corporation for tax purposes during
    all periods presented.
(3) Represents income from operations before deduction of depreciation,
    amortization and non-cash compensation expense related to the issuance of
    common stock and stock options to employees. EBITDA is not a measure of
    cash flow, operating results or liquidity as determined by generally
    accepted accounting principles. The Company has 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 the Company 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 the Company's profitability or
    liquidity.

 Three Months and Six Months Ended June 30, 1999 Compared with Three Months
and Six Months Ended June 30, 1998.

  The Company's revenues for the three months and six months ended June 30,
1999, were $8.7 million and $18.2 million, respectively, a decrease of 29.9%
and 24.3% compared to $12.4 million and $24.0 million in revenues for the
three months and six months ended June 30, 1998. The decrease for the three
months was due to a $1.2 million (14.9%) decrease in vessel construction and a
$2.5 million (56.4%) decrease in repair and conversion revenue. The decrease
for the six months was due to a $2.7 million (16.1%) decrease in vessel
construction and a $3.2 million (42.4%) decrease in repair and conversion
revenue . The decreases in vessel construction were attributable to the types
of jobs completed or in progress during the three months and six months ended
June 30, 1999 which required less material and equipment as compared to
projects completed or in progress during the three months and the six months
ended June 30, 1998. The decreases in repair and conversion revenue during the
three months and six months ended June 30, 1999 compared to the three months
and six months ended June 30, 1998 were primarily attributable to decreased
offshore oil and gas activity.

  Gross profit decreased $1.5 million, or 38.9%, to $2.3 million (26.3% of
revenue) for the three months ended June 30, 1999 as compared to gross profit
of $3.8 million (30.2% of revenue) for the three months ended June 30, 1998.
The decrease was due to (1) a decrease in vessel construction gross profit of
$329,000, or 14.6%, to $1.9 million (28.5% of vessel construction revenue) for
the three months ended June 30, 1999 as compared to vessel construction gross
profit of $2.3 million (28.4% of vessel construction revenue) for the three
months ended June 30, 1998, and (2) a decrease in repair and conversion gross
profit of $1.1 million, or 75.6%, to $364,000 (18.6% of repair and conversion
revenue) for the three months ended June 30, 1999 as compared to repair and
conversion gross profit of $1.5 million (33.4% of repair and conversion
revenue) for the three months ended June 30, 1998. Gross profit decreased $2.4
million, or 33.4%, to $4.8 million (26.3% of revenue) for the six months ended
June 30, 1999 as compared to gross profit of $7.2 million (29.9% of revenue)
for the six months ended June 30, 1998. The decrease was due to (1) a decrease
in vessel construction gross profit of $724,000, or 15.4%, to $4.0 million
(28.7% of vessel construction revenue) for the six months ended June 30, 1999
as compared to vessel construction gross profit of $4.7 million (28.4% of
vessel construction revenue) for the six months ended June 30, 1998, and (2) a
decrease in repair and conversion gross profit of $1.7 million, or 67.6%, to
$803,000 (18.7% of repair and conversion revenue) for the six months ended
June 30, 1999 as compared to repair and conversion gross profit of $2.5
million (33.3% of repair and conversion revenue) for the six months ended June
30, 1998. These declines were due primarily to the decreases in revenue items
described above.

  The decrease in gross profit as a percentage of revenue was primarily due to
the decrease in repair and conversion gross profit margins to 18.6% and 18.7%,
for the three months and six months ended June 30, 1999, respectively,
compared to gross profit margins of 33.4% and 33.3%, for the three months and
six months ended

                                      14
<PAGE>

June 30, 1998. This decline was due to decreased demand for repair and
conversions services, reduction in repair and conversion charge rates, and
less complexity and shorter duration of repair and conversion jobs. Gross
profits as a percentage of revenue for vessel construction were 28.5% and
28.7%, for the three months and six months ended June 30, 1999, respectively,
compared to gross profit margins of 28.4% for the three months and six months
ended June 30, 1998.

  Selling, general and administrative expenses increased $126,000, or 14.2%,
to $1.0 million for the three months ended June 30, 1999 as compared to
$885,000 for the three months ended June 30, 1998. Selling, general and
administrative expenses increased $217,000, or 12.2%, to $2.0 million for the
six months ended June 30, 1999 as compared to $1.8 million for the six months
ended June 30, 1998. These increases were primarily due to an increase in
costs related to operating as a public company. These cost included taxes and
licenses, directors fees, printing cost and legal and accounting.

  Income before income taxes decreased $913,000 to $1.2 million for the three
months ended June 30, 1999 as compared to $2.1 million for the three months
ended June 30, 1998, primarily due to the factors listed above. Income before
income taxes increased $2.7 million to $2.6 million for the six months ended
June 30, 1999 as compared to a loss before income taxes of $96,000 for the six
months ended June 30, 1998, primarily due to the elimination of the non-cash
executive compensation charge of $4.7 million (described in "Recent Events").

  The Company had net income of $692,000 and $1.5 million, for the three
months and six months ended June 30, 1999, respectively, as compared to net
income of $1.0 million and a net loss of $1.5 million, for the three months
and six months, ended June 30, 1998. Interest expense decreased $341,000 to
$161,000 for the three months ended June 30, 1999 as compared to interest
expense of $502,000 for the three months ended June 30, 1998. Interest expense
decreased $666,000 to $339,000 for the six months ended June 30, 1999 as
compared to interest expense of $1.0 million for the six months ended June 30,
1998. This decrease was due to repayment of debt during June 1998 with
proceeds received from the Offering.

  In May 1998, Conrad's S election was terminated and thereafter Conrad became
subject to corporate level income taxation. A one-time net deferred tax
liability charge to earnings of $675,000 was made during the second quarter of
1998 in connection with the termination of its S Corporation status. The
Company had income tax expense of $484,000 and $1.1 million for the three
months and six months ended June 30, 1999, respectively, compared to income
taxes of $410,000 and $703,000 for the three months and six months ended June
30, 1998. Income tax expense during the three and six months ended June 30,
1998 was related to the operations of Orange Shipbuilding during this period
and to one month of Conrad operations.

  Pro forma net income decreased $388,000 to $692,000 for the three months
ended June 30, 1999 as compared to $1.1 million for the three months ended
June 30, 1998 due to the factors discussed above. Pro forma net income
increased $3.0 million to $1.5 million for the six months ended June 30, 1999
as compared to pro forma net loss of $1.5 million for the six months ended
June 30, 1998 primarily due to the non-cash executive compensation charge of
$4.7 million (described in "Recent Events"). Pro forma net income gives effect
to the application of federal and state income taxes to the Company as if it
were a C corporation for tax purposes during all the periods presented.

Liquidity and Capital Resources

  The Company completed the Offering on June 15, 1998 in which it sold 2.1
million shares of common stock for net proceeds of $23.7 million ($ 1.4
million of which was received in July 1998) after underwriting discounts of
$1.8 million. The Company used all of the proceeds to repay $10 million of
indebtedness under the Company's revolving credit facility (the" Revolving
Credit Facility") and the remaining net proceeds were used to repay $13.7
million of the approximately $25 million of indebtedness under a term loan
(the "Term Loan").

  Historically, the Company has funded its business through funds generated
from operations. Net cash provided by operations was $4.0 million for the six
months ended June 30, 1999 due to a decrease in accounts receivable, offset by
decrease in accounts payable and accrued expenses, billings related to costs
and estimated

                                      15
<PAGE>

earnings on uncompleted contracts and other assets. The Company has borrowed
in the past to expand its facilities and to fund the acquisition of Orange
Shipbuilding in December 1997. The Company's working capital position was $9.0
million at June 30, 1999 compared to $7.7 million at December 31, 1998.

  The Company's capital requirements historically have been primarily for
improvements to its facilities and equipment. The Company's net cash used in
investing activities of $286,000 for the six months ended June 30, 1999 was
for improvements to facilities and equipment. Capital expenditures for plant
and equipment were $1.5 million for the six months ended June 30, 1998,
primarily for major improvements to drydocks.

  Net cash used in financing activities was $1.3 million for the six months
ended June 30, 1999 relating to the repayment of debt.

  The Company has entered into a loan agreement with the Whitney Bank (the
"Loan Agreement"), which specifies the terms of the Term Loan and the
Revolving Credit Facility. The Revolving Credit Facility permits the Company
to borrow up to $10.0 million for working capital and other general corporate
purposes, including the funding of acquisitions. The Revolving Credit Facility
bears interest on the same terms as the Term Loan and matures on October 31,
1999. The Company has been given a commitment to renew the Revolving Credit
Facility through April 30, 2001. A fee of 0.25% per annum on the unused
portion of the Revolving Credit Facility will be charged quarterly. The
Company borrowed $10.0 million under the Revolving Credit Facility prior to
the Reorganization in order to fund part of the Shareholder Distributions as
further described in Recent Events. The $10.0 million of indebtedness was paid
from the proceeds as detailed above and thus the $10 million Revolving Credit
Facility remains available for future use. The Loan Agreement contains
customary restrictive covenants and financial ratio test, including a current
ratio requirement of 1.5 to 1.0 that could limit the Company's use of
available capacity under the Revolving Credit Facility. The Loan Agreement
prohibits the Company from paying dividends without the consent of the lender
and restricts the ability of the Company to incur additional indebtedness.

  In December 1997, Conrad borrowed $25.0 million on a term loan basis to fund
the purchase price of the Orange Acquisition. Interest on the Term Loan
accrues at LIBOR plus 2.0% until September 18, 1999, and thereafter at the
option of the Company either at the lender's prime rate minus 0.5% or LIBOR
plus 2.0%. The Company is currently utilizing the LIBOR rate option and the
interest rate at June 30, 1999 was 7.06% per annum. The Term Loan required the
payment of interest only until May 1998 and thereafter the Term Loan is
payable in 70 monthly principal payments of $209,000 plus interest, with a
final payment due on April 2004. The Term Loan is secured by substantially all
of the Company's assets. During June 1998, the Company repaid $12.3 million of
the outstanding indebtedness under the Term Loan with a portion of the net
proceeds of the Offering. The Term Loan was reduced by an additional $1.4
million in July 1998 with additional proceeds of the Offering. The Company
additionally commenced principal repayments in June, resulting in a balance
due under the Term Loan of $8.6 million at June 30, 1999.

  Management believes that the Company's existing working capital, cash flows
from operations and available borrowing under the Revolving Credit Facility
will be adequate to meet its working capital needs and planned capital
expenditures for property and equipment through 1999. The Company may pursue
attractive acquisition opportunities if and when such opportunities arise. The
timing, size or success of any acquisition effort and the associated potential
capital commitments cannot be predicted.

Year 2000 Compliance.

  The Company has accessed its critical information technology (IT) systems
and non-IT systems and has developed a plan to address deficiencies. The
Company believes that it is on schedule to successfully implement the required
systems and equipment modifications necessary to make the Company's critical
systems Year 2000 compliant by August 31, 1999.

  The Company's critical IT systems are comprised primarily of a PC-based
general ledger accounting software package and related application modules, a
fixed asset system, payroll system and requisition system.

                                      16
<PAGE>

The assessment of the Company's IT systems found that some of the IT systems
were not Year 2000 compliant. Changes to make these systems Year 2000
compliant are being made in conjunction with the Company's planned upgrade
cycle, which should be completed prior to August 31, 1999.

  Non-IT systems are comprised primarily of computer-controlled equipment and
electronic devices, including equipment with embedded microprocessors, which
are used to operate equipment at the Company's production and repair
facilities. Additionally, telephone systems and other office based electronic
equipment were considered in the assessment of non-IT systems. With respect to
production and repair facilities, the Company's assessment indicates that
there will be no disruption in the operations of its equipment as a result of
the Year 2000 problem. With respect to other office based non-IT systems, the
Company's assessment found it necessary to replace or modify some existing
equipment, which has been completed.

  The total cost to make all systems and equipment Year 2000 compliant is
currently estimated at $40,000, exclusive of software and systems that are
being upgraded in the normal business cycle. Approximately $35,000 has been
spent in modifying and upgrading systems and equipment to date. The costs
incurred to date and future costs with respect to Year 2000 compliance are
expected to be funded with cash from operations.

  The Company has initiated communication with most significant suppliers,
customers and financial service providers on the Year 2000 issue. This
communication was used to determine the extent to which the Company is
vulnerable to these third parties' failure to remedy their own Year 2000
issues. Although there is currently no indication that these business partners
will not achieve their Year 2000 compliance plans, there can be no guarantee
that the systems of other companies on which the Company relies will be timely
converted. Additionally, there can be no guarantee that the Company will not
experience Year 2000 problems. If the Company or its business partners
experience Year 2000 compliance problems, the Company could experience
business interruption and other adverse business consequences which could have
a material adverse impact on the Company's results of operations, liquidity or
financial position. The Company believes that the most likely negative
effects, if any, could include delays in payments to the Company from
customers or payments by the Company to suppliers and disruptions in shipments
of equipment and materials required to fabricate the Company's products.

  The Company is in the process of finalizing a contingency plan for Year 2000
issues and expects to complete the contingency plan by the end of the third
quarter of 1999.

New Accounting Pronouncement

  In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"). SFAS 133 establishes accounting and
reporting standards for derivative instruments and hedging activities. The
Company has considered the implications of SFAS 133 and has concluded that its
implementation will not have a material effect on the Company's consolidated
financial statements.

                          PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

  (a) Exhibits

<TABLE>
     <C> <S>
      27 --Financial Data Schedule
</TABLE>

  (b) Reports on Form 8-K

  The Company has not filed any Current Reports on Form 8-K since filing of
the Company's financial prospectus pursuant to Rule 424(b) in connection with
its initial public offering on June 10, 1998.

                                      17
<PAGE>

                                   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 13, 1999

                                          CONRAD INDUSTRIES, INC.

                                                 /s/ Cecil A. Hernandez
                                          By:__________________________________
                                             Cecil A. Hernandez
                                             Senior Vice President and
                                             Chief Financial Officer


                                       18