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Conrad Industries, Inc.
1501 Front Street, P.O. Box 790, Morgan City, LA 70381 * (504) 384-3060

The company specializes in the construction, conversion and repair of a wide variety of marine vessels for commercial and government customers and the fabrication of modular components of offshore drilling rigs and floating production, storage vessels.

Primary Underwriting Group
ManagerTierPhone
Morgan Keegan & Company, IncorporatedLead Manager (901) 529-5357
Raymond James & Associates, Inc.Co-manager (813) 573-8108

Offering Information
NASNTL:CNRD Manufacturing: SIC 3731
Type of Shares:Common Shares Filing Date:4/9/98
U.S. Shares:2,000,000 Offer Date:6/9/98
Non-U.S. Shares:0 Filing Range:$12.00 - $13.00
Primary Shares:2,000,000 Offer Price:$12.00
Secondary Shares:0 Gross Spread:$0.84
Offering Amount: $25,000,000 Selling:$0.46
Expenses: - Reallowance:$0.10
Post-IPO Shares:7,700,000
Employees:300

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Andrews & Kurth
Bank's Law Firm: Jones, Walker,Waechter, Poitevent Carrere & Denegr
Registrar/Transfer Agent: American Stock Transfer & Trust Co
Auditor: Deloitte & Touche

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/97 12/31/97
Revenue:$22.12Assets:$48.95
Net Income:$3.09Curr Assets:$15.29
EPS:$0.58Liabilities:$33.67
Prior EPS:Curr Liab:$7.53
Cash Flow/Oper:$6.11Equity:$15.28
Cash Flow/Fin:$22.10Cash:$7.55
Cash Flow/Inv:-$23.87Working Cap:$7.76

Competition
U.S. shipbuilders are generally classified in two categories: (i) the six largest shipbuilders which are capable of building large scale vessels for the U.S. Navy and commercial customers and (ii) other shipyards that build small to medium sized vessels for governmental and commercial markets. The Company does not compete for large vessel construction projects. The Company competes for U.S. government contracts to build small to medium sized vessels principally with approximately 10 to 15 U.S. shipbuilders, which may include one or more of the six largest shipbuilders. The Company competes for domestic commercial vessel construction contracts principally with up to approximately 15 U.S. shipbuilders. The number and identity of competitors on particular projects vary greatly depending on the type of vessel and size of the project, but the Company generally competes with only three or four other companies with respect to a particular project. The Company competes with over 70 regional shipyards for its conversion and repair business.

Business Plan
The Company's objective is to increase its revenues while maintaining attractive profit margins. Key elements of the Company's business strategy are as follows: (I) Pursue Projects with Attractive Profit Margins, (ii) Capitalize on Indoor Construction Capabilities and Modern Construction Techniques, (iii) Utilize Available Capacity at Existing Shipyards, (iv) Take Advantage of New Construction Opportunities, (v) Increase Conversion and Repair Activity, (vi) Capture Efficiencies from Multiple Shipyards and (vii) Pursue Strategic Acquisitions.

Use of Proceeds
The proceeds from the proposed offering will be used to repay indebtedness incurred to fund the purchase price of the Orange Acquisition and indebtedness incurred to fund distributions to the company's current shareholders in connection with the termination of Conrad's S Corporation status, working capital and for general corporate purposes.

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