-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KZIBofwyQMkAY8R8dNS9oCXVGZQa0maHAJr59xsr/7h1D21N2DKkkYam2LEHphw4 EvVo1YX1D7znQxjiNWmUZQ== 0000899243-01-501275.txt : 20010815 0000899243-01-501275.hdr.sgml : 20010815 ACCESSION NUMBER: 0000899243-01-501275 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONRAD INDUSTRIES INC CENTRAL INDEX KEY: 0001059167 STANDARD INDUSTRIAL CLASSIFICATION: SHIP & BOAT BUILDING & REPAIRING [3730] IRS NUMBER: 721416999 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-24263 FILM NUMBER: 1713727 BUSINESS ADDRESS: STREET 1: 1501 FRONT ST CITY: MORGAN CITY STATE: LA ZIP: 70381 BUSINESS PHONE: 5043843060 MAIL ADDRESS: STREET 1: 1501 FRONT ST CITY: MORGAN CITY STATE: LA ZIP: 70381 10-Q 1 d10q.txt FORM 10-Q FOR QTR. ENDED 06/30/2001 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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, 2001 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 P.O. Box 790 Morgan City, Louisiana 70381 (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code: (985) 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 10, 2001, 7,071,056 shares of the registrant's Common Stock were outstanding. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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, 2001 and December 31, 2000...... 3 Consolidated Statements of Operations Three and Six Months Ended June 30, 2001 and 2000................................................... 4 Consolidated Statements of Cash Flows Six Months Ended June 30, 2001 and 2000............................................................ 5 Notes to the Consolidated Financial Statements....................... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................................................. 11 Item 3. Quantitative and Qualitative Disclosures about Market Risk...... 18 Part II. Other Information Item 1. Legal Proceedings............................................... 18 Item 4. Submissions of Matters to a Vote of Security Holders............ 18 Item 6. Exhibits and Reports on Form 8-K................................ 19 Signature................................................................. 20
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. These and other risks and assumptions are discussed in more detail in the Company's 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. 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 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONRAD INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share data) (Unaudited)
June 30, December 31, 2001 2000 ------- ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents.............................. $ 1,311 $ 3,513 Accounts receivable, net............................... 3,875 1,622 Costs and estimated earnings in excess of billings on uncompleted contracts................................. 5,415 4,663 Inventories............................................ 207 240 Other current assets................................... 1,675 1,801 ------- ------- Total current assets................................. 12,483 11,839 PROPERTY, PLANT AND EQUIPMENT, net....................... 23,874 22,675 COST IN EXCESS OF NET ASSETS ACQUIRED.................... 12,995 13,388 OTHER ASSETS............................................. 400 62 ------- ------- TOTAL ASSETS............................................. $49,752 $47,964 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable....................................... $ 2,263 $ 1,390 Accrued employee costs................................. 1,044 504 Accrued expenses....................................... 733 1,441 Current maturities of long-term debt................... 4,008 2,508 Billings in excess of costs and estimated earnings on uncompleted contracts................................. 787 1,889 ------- ------- Total current liabilities............................ 8,835 7,732 LONG-TERM DEBT, less current maturities.................. 1,044 2,298 DEFERRED INCOME TAXES.................................... 3,261 3,249 ------- ------- Total liabilities.................................... 13,140 13,279 ------- ------- COMMITMENTS AND CONTINGENCIES (Note 6) SHAREHOLDERS' EQUITY: Common stock, $0.01 par value, 20,000,000 shares authorized, 7,091,856 shares issued in 2001 and 2000.. 71 71 Additional paid-in capital............................. 27,868 27,868 Treasury stock at cost, 20,800 shares in 2001 and 2000.................................................. (84) (84) Retained earnings...................................... 8,757 6,830 ------- ------- Total shareholders' equity........................... 36,612 34,685 ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY............... $49,752 $47,964 ======= =======
See notes to unaudited consolidated financial statements. 3 CONRAD INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited)
Three Months Six Months Ended June 30, Ended June 30, --------------- ---------------- 2001 2000 2001 2000 ------- ------ ------- ------- REVENUE.................................... $12,173 $8,611 $24,058 $18,486 COST OF REVENUE............................ 9,245 6,329 18,361 13,679 ------- ------ ------- ------- GROSS PROFIT............................... 2,928 2,282 5,697 4,807 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.................................. 1,185 1,206 2,350 2,345 ------- ------ ------- ------- INCOME FROM OPERATIONS..................... 1,743 1,076 3,347 2,462 INTEREST EXPENSE........................... (66) (136) (83) (284) OTHER INCOME, NET.......................... 54 87 83 187 ------- ------ ------- ------- INCOME BEFORE INCOME TAXES................. 1,731 1,027 3,347 2,365 PROVISION FOR INCOME TAXES................. 755 451 1,420 1,007 ------- ------ ------- ------- NET INCOME................................. $ 976 $ 576 $ 1,927 $ 1,358 ======= ====== ======= ======= Net income per common share: Basic.................................... $ 0.14 $ 0.08 $ 0.27 $ 0.19 ======= ====== ======= ======= Diluted.................................. $ 0.14 $ 0.08 $ 0.27 $ 0.19 ======= ====== ======= ======= Weighted average common shares outstanding: Basic.................................... 7,071 7,061 7,071 7,069 ======= ====== ======= ======= Diluted.................................. 7,115 7,061 7,107 7,069 ======= ====== ======= =======
See notes to unaudited consolidated financial statements. 4 CONRAD INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
Six Months Ended June 30, 2001 ---------------- 2001 2000 ------- ------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income................................................... $ 1,927 $ 1,358 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation and amortization............................... 1,138 1,103 Deferred income tax expense................................. 12 117 Changes in assets and liabilities: Accounts receivable........................................ (2,253) (1,311) Net change in billings related to cost and estimated earnings on uncompleted contracts......................... (1,854) 1,551 Inventory and other assets................................. (193) (210) Accounts payable and accrued expenses...................... 705 1,852 ------- ------- Net cash (used in) provided by operating activities....... (518) 4,460 ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures for plant and equipment................. (1,930) (1,978) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal repayments of debt................................. (1,254) (1,254) Proceeds from line-of-credit................................. 1,500 -- Purchase of treasury stock................................... -- (84) ------- ------- Net cash provided by (used in) financing activities....... 246 (1,338) ------- ------- NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS.......... (2,202) 1,144 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD................ 3,513 4,252 ------- ------- CASH AND CASH EQUIVALENTS, END OF PERIOD...................... $ 1,311 $ 5,396 ======= ======= SUPPLEMENTAL DISCLOSURES CASH FLOW INFORMATION: Interest paid, net of capitalized interest................... $ 83 $ 284 ======= ======= Taxes paid................................................... $ 1,850 $ 1,060 ======= =======
See notes to unaudited consolidated financial statements. 5 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"). 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 2000 consolidated financial statements and related notes filed on Form 10-K for the year ended December 31, 2000. The results of operations for the three-month and six-month periods ended June 30, 2001 are not necessarily indicative of the results that may be expected for the year ending December 31, 2001. 2. RECEIVABLES Receivables consisted of the following at June 30, 2001 and December 31, 2000 (in thousands):
2001 2000 ------ ------ U.S. Government: Amounts billed............................................. $ 245 $ -- Unbilled costs and estimated earnings on uncompleted contracts................................................. 2,173 1,921 ------ ------ 2,418 1,921 Commercial: Amounts billed............................................. 3,630 1,622 Unbilled costs and estimated earnings on uncompleted contracts................................................. 3,242 2,742 ------ ------ Total.................................................... $9,290 $6,285 ====== ======
Included above in amounts billed is an allowance for doubtful accounts of $20,000 at June 30, 2001 and December 31, 2000. During 2001 and 2000 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, 2001, substantially all is expected to be collected within the next twelve months. Information with respect to uncompleted contracts as of June 30, 2001 and December 31, 2000 is as follows (in thousands):
2001 2000 -------- -------- Costs incurred on uncompleted contracts.................. $ 19,760 $ 18,577 Estimated earnings....................................... 5,220 5,235 -------- -------- 24,980 23,812 Less billings to date.................................... (20,352) (21,038) -------- -------- $ 4,628 $ 2,774 ======== ========
6 The above amounts are included in the accompanying balance sheets under the following captions (in thousands):
2001 2000 ------ ------- Costs and estimated earnings in excess of billings on uncompleted contracts................................... $5,415 $ 4,663 Billings in excess of cost and estimated earnings on uncompleted contracts................................... (787) (1,889) ------ ------- Total.................................................. $4,628 $ 2,774 ====== =======
3. LONG-TERM DEBT The Company has a Loan Agreement with a commercial bank, which specifies the terms of the Term Loan and the Revolving Credit Facility. Interest accrues at LIBOR plus 2.0% until August 31, 2001, and thereafter at the option of the Company either at the lender's prime rate minus 0.5% or LIBOR plus 2.0%. The Loan Agreement is secured by substantially all of the Company's assets, contains customary restrictive covenants and requires the maintenance of certain financial ratios, including a current ratio requirement of 1.25 to 1.0 that could limit the Company's use of available capacity under the Revolving Credit Facility. In addition, 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. At June 30, 2001, the Company was in compliance with these covenants. The Term Loan has a maturity date of April 2004 and is payable in seventeen monthly principal payments of $209,000 plus interest. 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 and matures on October 30, 2001. The Company pays a fee of 0.25% per annum on the unused portion of the facility. As of June 30, 2001, $1.5 million was outstanding on the Revolving Credit Facility. 4. INCOME 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" income per share was 7,071,056 and 7,060,893 for the three months ended June 30, 2001 and 2000, respectively, and 7,071,056 and 7,069,308 for the six months ended June 30 2001 and 2000, respectively. The number of weighted average shares outstanding for "diluted" income per share was 7,114,922 and 7,060,893 for the three months ended June 30, 2001 and 2000, respectively, and 7,106,991 and 7,069,308 for the six months ended June 30, 2001 and 2000, respectively. 5. 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. 7 The Company evaluates the performance of its 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 the Company's Form 10-K for the year ended December 31, 2000. Intersegment sales and transfers are not significant. Selected information as to the operations of the Company by segment is as follows (in thousands):
Three Months Six Months Ended June 30, Ended June 30, --------------- ---------------- 2001 2000 2001 2000 ------- ------ ------- ------- Revenue: Vessel construction...................... $ 8,461 $5,114 $16,405 $12,091 Repair and conversions................... 3,712 3,497 7,653 6,395 ------- ------ ------- ------- Total revenue.......................... 12,173 8,611 24,058 18,486 ------- ------ ------- ------- Cost of revenue: Vessel construction...................... 6,654 3,900 12,892 9,045 Repair and conversions................... 2,591 2,429 5,469 4,634 ------- ------ ------- ------- Total cost of revenue.................. 9,245 6,329 18,361 13,679 ------- ------ ------- ------- Gross profit: Vessel construction...................... 1,807 1,214 3,513 3,046 Repair and conversions................... 1,121 1,068 2,184 1,761 ------- ------ ------- ------- Total gross profit....................... 2,928 2,282 5,697 4,807 Selling, general and administrative expenses.................................. 1,185 1,206 2,350 2,345 ------- ------ ------- ------- Income from operations..................... 1,743 1,076 3,347 2,462 Interest expense........................... (66) (136) (83) (284) Other income, net.......................... 54 87 83 187 ------- ------ ------- ------- Income before income taxes................. 1,731 1,027 3,347 2,365 Provision for income taxes................. 755 451 1,420 1,007 ------- ------ ------- ------- Net income................................. $ 976 $ 576 $ 1,927 $ 1,358 ======= ====== ======= =======
Certain other financial information of the Company by segment is as follows (in thousands):
Three Months Six Months Ended Ended June June 30, 30, ------------- ------------- 2001 2000 2001 2000 ------ ------ ------ ------ Depreciation and amortization expense: Vessel construction.............................. $ 204 $ 193 $ 406 $ 388 Repair and conversions........................... 152 120 259 242 Included in selling, general and administrative expenses........................................ 240 236 473 473 ------ ------ ------ ------ Total depreciation and amortization expense.... $ 596 $ 549 $1,138 $1,103 ====== ====== ====== ======
8
Three Months Six Months Ended June Ended June 30, 30, ----------- ------------- 2001 2000 2001 2000 ---- ------ ------ ------ Capital expenditures: Vessel construction................................ $214 $ 166 $ 425 $ 300 Repair and conversions............................. 138 1,545 1,309 1,578 Other.............................................. 140 4 196 100 ---- ------ ------ ------ Total capital expenditures....................... $492 $1,715 $1,930 $1,978 ==== ====== ====== ======
Total assets of the Company by segment is as follows as of June 30, 2001 and December 31, 2000 (in thousands):
2001 2000 ------- ------- Total assets: Vessel construction........................................... $30,132 $29,565 Repair and conversions........................................ 13,386 11,759 Other......................................................... 6,234 6,640 ------- ------- Total assets................................................ $49,752 $47,964 ======= =======
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. 6. COMMITMENTS AND CONTINGENCIES Legal Matters--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. Employment Agreements--The Company has employment agreements with certain of its executive officers which originally provided for employment of the officers through March 31, 2001, and provides for annual extensions at the end of its term, subject to the parties' mutual agreement. These agreements have been extended for a one-year term through March 31, 2002. The minimum annual total compensation of these agreements is $766,000. In August 2001, the Company entered into an employment agreement with Kenneth G. Myers, Jr. providing for employment as the Company's President and Chief Executive Officer through December 31, 2004 and annual extensions thereafter, subject to the parties' mutual agreement. The minimum annual total compensation under the agreement is $230,000. Pursuant to the agreement, on the executive's start date of August 27, 2001, he will be granted 5,000 restricted shares of common stock, vesting on the anniversary of the start date, and options to purchase 50,000 shares of common stock at the market price on the start date, vesting over a three-year period. The Company is in discussions with its current President and Chief Executive Officer regarding the terms of his future relationship with and/or severance from the Company. Letters of Credit and Bonds--In the normal course of its business, the Company is required to provide letters of credit to secure the payment of workers' compensation obligations. Additionally, under certain 9 contracts the Company may be required to provide letters of credit and bonds to secure certain performance and payment obligations of the Company thereunder. Outstanding letters of credit and bonds relating to these business activities amounted to $0.2 million and $1.6 million at June 30, 2001 and December 31, 2000. 7. NEW ACCOUNTING PRONOUNCEMENTS The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities as amended by SFAS No. 138 on January 1, 2001. SFAS No. 133, as amended, establishes accounting and reporting standards for derivative and hedging activities and requires, among other things, that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. Management has concluded that the adoption of SFAS No. 133 did not have a significant impact on the financial position, results of operations, or cash flows of the Company. On June 29, 2001, the Financial Accounting Standards Board ("FASB") concluded its voting process on SFAS No. 141, "Business Combinations," and this statement was issued in July 2001. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Goodwill and certain intangible assets will remain on the balance sheet and not be amortized. On an annual basis, and when there is reason to suspect that their values have been diminished or impaired, these assets must be tested for impairment, and write-downs may be necessary. The Company is required to implement SFAS No. 141 on July 1, 2001 and does not expect this statement to have a material effect on the Company's consolidated financial position or results of operations. On June 29, 2001, FASB concluded its voting process of SFAS No. 142, "Goodwill and Other Intangible Assets", and this statement was issued in July 2001. SFAS No. 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. Amortization of goodwill, including goodwill recorded in past business combinations, will cease upon adoption of this statement. Amortization expense of existing goodwill was approximately $0.2 million and $0.4 million for the three and six months ended June 30, 2001. The Company is required to implement SFAS No. 142 on January 1, 2002 and it has not determined the impact that this statement will have on its consolidated financial position or results of operations. 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 on Form 10-K for the year ended December 31, 2000. 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 Company completed an initial public offering in June 1998 by issuing 2.1 million shares of common stock. 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, offshore tug boats and offshore supply vessels. 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. In 2000, Conrad Shipyard, Inc. was converted into a Louisiana limited liability company named Conrad Shipyard, L.L.C. 10 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 were adversely impacted beginning in the latter part of 1998 by decreased activity in the offshore oil and gas industry. During 2000, the Company began to experience a modest increase in demand for products and services due to the upturn in 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. 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. 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. On March 21, 2000 the Company's Board of Directors authorized management to repurchase up to 200,000 shares or $1 million of its outstanding common stock. Management may repurchase shares from time to time in the open market at prevailing prices, or through privately negotiated transactions depending on prevailing market conditions. The shares will be held as treasury stock and will be available for use in connection with the Company's stock option plan and other compensation programs or for other corporate purposes. Funds for the program will come from cash, internally generated funds or additional borrowings. The Company repurchased 20,800 shares at a total cost of approximately $84,000 through April 2000. Recent Events In May 2000 the Company began construction of a new drydock, which is 280' long and 160' wide with a lifting capacity of 10,000 tons. The drydock was put into operation during the first part of March 2001 at the Company's Morgan City shipyard. The cost was $5.7 million. Funds for the construction of the drydock came from cash and internally generated funds. This dock will allow the Company to (1) increase repair and conversion capacity; (2) compete for larger repair and conversion projects; and (3) launch larger new vessel construction projects more competitively. On October 23, 2000, the Company purchased 52 acres of land in Amelia, Louisiana for $1.3 million. The land is strategically located on the Intracoastal Waterway approximately 30 miles from the Gulf of Mexico. Work is currently in progress to develop the property as a repair and conversion facility. The Company 11 anticipates that the first phase of development will cost approximately $4 million and will include clearing land, dredging slip, bulkheading and partial construction of an infrastructure to support repair and conversion activities. The property is within one mile of the other existing Amelia facility. The Company has appointed Kenneth G. "Jerry" Myers, Jr. as President and Chief Executive Officer, effective August 27, 2001, pursuant to the terms of an employment agreement described in Note 6 to the Company's financial statements included herein. Myers has spent the past 21 years with Avondale Industries serving in various senior management positions. Most recently, he served as Vice President in charge of managing Avondale's largest shipbuilding program. While at Avondale, Myers has also held positions including Chief Information Officer, Vice President--Business Review, in charge of government program accounting, where he managed over $10 billion in government contracts, Assistant Vice President responsible for mergers and acquisitions, and Assistant Controller. The Company is in discussions with its current President and Chief Executive Officer regarding the terms of his future relationship with and/or severance from the Company. 12 Results of Operations The following table sets forth certain historical data of the Company 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, ----------------------------- ------------------------------ 2001 2000 2001 2000 -------------- ------------- -------------- -------------- Financial Data: Revenue Vessel construction.... $ 8,461 69.5% $5,114 59.4% $16,405 68.2% $12,091 65.4% Repair and conversions........... 3,712 30.5% 3,497 40.6% 7,653 31.8% 6,395 34.6% ------- ------ ------- ------- Total revenue........ 12,173 100.0% 8,611 100.0% 24,058 100.0% 18,486 100.0% ------- ------ ------- ------- Cost of revenue Vessel construction.... 6,654 78.6% 3,900 76.3% 12,892 78.6% 9,045 74.8% Repair and conversions........... 2,591 69.8% 2,429 69.5% 5,469 71.5% 4,634 72.5% ------- ------ ------- ------- Total cost of revenue............. 9,245 75.9% 6,329 73.5% 18,361 76.3% 13,679 74.0% ------- ------ ------- ------- Gross profit Vessel construction.... 1,807 21.4% 1,214 23.7% 3,513 21.4% 3,046 25.2% Repair and conversions........... 1,121 30.2% 1,068 30.5% 2,184 28.5% 1,761 27.5% ------- ------ ------- ------- Total gross profit..... 2,928 24.1% 2,282 26.5% 5,697 23.7% 4,807 26.0% S G & A expenses........ 1,185 9.7% 1,206 14.0% 2,350 9.8% 2,345 12.7% ------- ------ ------- ------- Income from operations.. 1,743 14.3% 1,076 12.5% 3,347 13.9% 2,462 13.3% Interest expense........ 66 0.5% 136 1.6% 83 0.3% 284 1.5% Other expenses (income), net.................... (54) -0.4% (87) -1.0% (83) -0.3% (187) -1.0% ------- ------ ------- ------- Income before income taxes.................. 1,731 14.2% 1,027 11.9% 3,347 13.9% 2,365 12.8% Income taxes............ 755 6.2% 451 5.2% 1,420 5.9% 1,007 5.4% ------- ------ ------- ------- Net Income.............. $ 976 8.0% $ 576 6.7% $ 1,927 8.0% $ 1,358 7.3% ======= ====== ======= ======= EBITDA (1).............. $ 2,339 19.2% $1,625 18.9% $ 4,485 18.6% $ 3,565 19.3% ======= ====== ======= ======= Operating Data: Labor hours.................. 167 131 332 284
- -------- (1) Represents income from operations before deduction of depreciation, and amortization. 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 Ended June 30, 2001 Compared with Three Months Ended June 30, 2000. During the three months ended June 30, 2001, the Company generated revenue of $12.2 million, an increase of approximately $3.6 million, or 41.4%, compared to $8.6 million generated for the three months ended June 30, 2000. The increase was due to a $3.3 million (65.4%) increase in vessel construction revenue to $8.5 million for the three months ended June 30, 2001, compared to $5.1 million for the three months ended June 30, 2000 and an increase of $215,000 (6.1%) in repair and conversion revenue to $3.7 million for the three months ended June 30, 2001 compared to $3.5 million for the three months ended June 30, 2000. The increase in vessel construction revenue was attributable to the increase in vessel construction production hours which increased by 60.7% during the three months ended June 30, 2001 compared to the three months ended June 30, 2000 and to the nature of the jobs during the three months ended June 30, 2001 which required more material and equipment as compared to jobs during the three months ended June 30, 2000. The increase in repair and conversion revenue during the three months ended June 30, 2001 compared to the three months ended June 30, 2000 was primarily attributable to more favorable pricing for jobs completed or in progress during the three months ended June 30, 2001 as compared to the three months ended June 30, 2000 primarily 13 due to increased offshore oil and gas activity. Repair and conversion hours were substantially the same during the three months ended June 30, 2001 compared to the three months ended June 30, 2000. Gross profit increased $646,000, or 28.3% to $2.9 million (24.1% of revenue) for the three months ended June 30, 2001 as compared to gross profit of $2.3 million (26.5% of revenue) for the three months ended June 30, 2000. Effecting gross profit for the three months ended June 30, 2001 was an agreement between Conrad subsidiary Orange Shipbuilding Company, Inc. and the Occupational Safety and Health Administration in which Orange agreed to pay a fine of $149,850 to settle alleged violations at its Orange, Texas shipyard. This amount was expensed in the three month period ended June 30, 2001. Gross profit improved due to a reduction in estimated medical insurance costs based on actual experience during the recently completed policy year. Vessel construction gross profit increased $593,000 or 48.8% to $1.8 million for the three months ended June 30, 2001 as compared to vessel construction gross profit of $1.2 million for the three months ended June 30, 2000. Repair and conversion gross profit increased $53,000 or 5.0% to $1.1 million for the three months ended June 30, 2001 as compared to repair and conversion gross profit of $1.1 million for the three months ended June 30, 2000. The increase in vessel construction gross profit was primarily due to the increase in vessel production hours due to greater demand for vessel construction jobs. The increase in repair and conversion gross profit was primarily due to the result of more favorable pricing for jobs completed or in progress during the three months ended June 30, 2001 as compared to the three months ended June 30, 2000. Repair and conversion gross profit margins were 30.2% for the three months ended June 30, 2001, compared to gross profit margins of 30.5% for the three months ended June 30, 2000. Vessel construction gross profit margins decreased to 21.4% for the three months ended June 30, 2001, compared to gross profit margins of 23.7% for the three months ended June 30, 2000 primarily due to the nature of some jobs in 2001 being more material intensive and some jobs in 2001 having lower profit margins due to greater job cost. Selling, general and administrative expenses decreased $21,000, or 1.7%, to $1.2 million (9.7% of revenue) for the three months ended June 30, 2001, as compared to $1.2 million (14.0% of revenue) for the three months ended June 30, 2000. This decrease was primarily due to a decrease in promotional and medical insurance cost. Income before income taxes increased $704,000 to $1.7 million for the three months ended June 30, 2001 as compared to income before income taxes of $1.0 million for the three months ended June 30, 2000, primarily due to the factors listed above. The Company had net income of $976,000 for the three months ended June 30, 2001 as compared to net income of $576,000 for the three months ended June 30, 2000. Interest expense decreased $70,000 to $66,000 for the three months ended June 30, 2001 as compared to interest expense of $136,000 for the three months ended June 30, 2000 due to lower interest rates and a reduced average outstanding loan balance. The Company had income tax expense of $755,000 (43.6% effective tax rate) for the three months ended June 30, 2001, compared to income taxes of $451,000 (43.9% effective tax rate) for the three months ended June 30, 2000. The Company's effective tax rate is higher than its statutory tax rate because its cost in excess of net assets acquired is not amortized for tax purposes. Six Months Ended June 30, 2001 Compared with Six Months Ended June 30, 2000. During the six months ended June 30, 2001, the Company generated revenue of $24.1 million, an increase of approximately $5.6 million, or 30.1%, compared to $18.5 million generated for the six months ended June 30, 2000. The increase was due to a $4.3 million (35.7%) increase in vessel construction revenue to $16.4 million for the six months ended June 30, 2001, compared to $12.1 million for the six months ended June 30, 2000 and an increase of $1.3 million (19.7%) in repair and conversion revenue to $7.7 million for the six months ended June 30, 2001 compared to $6.4 million for the six months ended June 30, 2000. The increase in vessel construction revenue was attributable to the increase in vessel construction production hours which increased by 32.7% during the six months ended June 30, 2001 compared to the six months ended June 30, 2000 and to the nature of the jobs during the six months ended June 30, 2001 which required more material 14 and equipment as compared to jobs during the six months ended June 30, 2000. The increase in repair and conversion revenue during the six months ended June 30, 2001 compared to the six months ended June 30, 2000 was primarily attributable to (1) two conversion jobs in progress during the six months ended June 30, 2001, which required more material and equipment as compared to projects completed or in progress during the six months ended June 30, 2000 and (2) increased demand for repair and conversions due to increased offshore oil and gas activity. Repair and conversion hours were substantially the same during the six months ended June 30, 2001 compared to the six months ended June 30, 2000. Gross profit increased $890,000, or 18.5% to $5.7 million (23.7% of revenue) for the six months ended June 30, 2001 as compared to gross profit of $4.8 million (26.0% of revenue) for the six months ended June 30, 2000. Effecting gross profit for the six months ended June 30, 2001 was an agreement between Conrad subsidiary Orange Shipbuilding Company, Inc. and the Occupational Safety and Health Administration in which Orange agreed to pay a fine of $149,850 to settle alleged violations at its Orange, Texas shipyard. This amount was expensed in the three month period ended June 30, 2001. Gross profit also improved due to a reduction in estimated medical insurance costs based on actual experience during the recently completed policy year. Vessel construction gross profit increased $467,000 or 15.3% to $3.5 million for the six months ended June 30, 2001 as compared to vessel construction gross profit of $3.0 million for the six months ended June 30, 2000. Repair and conversion gross profit increased $423,000 or 24.0% to $2.2 million for the six months ended June 30, 2001 as compared to repair and conversion gross profit of $1.8 million for the six months ended June 30, 2000. The increase in vessel construction gross profit was primarily due to the increase in vessel production hours due to greater demand for vessel construction jobs. The increase in repair and conversion gross profit was primarily due to more profitable jobs completed or in progress during the six months ended June 30, 2001 as compared to the six months ended June 30, 2000. Repair and conversion gross profit margins increased to 28.5% for the six months ended June 30, 2001, compared to gross profit margins of 27.5% for the six months ended June 30, 2000. Vessel construction gross profit margins decreased to 21.4% for the six months ended June 30, 2001, compared to gross profit margins of 25.2% for the six months ended June 30, 2000 primarily due to some jobs in 2001 being more material intensive and some jobs in 2001 having lower profit margins due to greater job cost. Selling, general and administrative expenses increased $5,000, or 0.2%, to $2.4 million (9.8% of revenue) for the six months ended June 30, 2001, as compared to $2.3 million (12.7% of revenue) for the six months ended June 30, 2000. Income before income taxes increased $982,000 to $3.3 million for the six months ended June 30, 2001 as compared to income before income taxes of $2.4 million for the six months ended June 30, 2000, primarily due to the factors listed above. The Company had net income of $1.9 million for the six months ended June 30, 2001 as compared to net income of $1.4 million for the six months ended June 30, 2000. Interest expense decreased $201,000 to $83,000 for six months ended June 30, 2001 as compared to interest expense of $284,000 for the six months ended June 30, 2000 due to capitalization of interest related to the construction of the drydock, a reduction of average debt and lower interest rates. The Company had income tax expense of $1.4 million (42.4% effective tax rate) for the six months ended June 30, 2001, compared to income taxes of $1.0 million (42.6% effective tax rate) for the six months ended June 30, 2000. The Company's effective tax rate is higher than its statutory tax rate because its cost in excess of net assets acquired is not amortized for tax purposes. Liquidity and Capital Resources Historically, the Company has funded its business through funds generated from operations. Net cash used by operations was $518,000 for the six months ended June 30, 2001 due to decreases in billings related to costs and estimated earnings on uncompleted contracts and increases in accounts receivable and other assets offset by 15 an increase in accounts payable and accrued expenses. The Company's working capital position was $3.6 million at June 30, 2001 compared to $4.1 million at December 31, 2000. The decrease in the working capital position was primarily due to $1.9 million in capital expenditures for plant and equipment. The Company has borrowed in the past to expand its facilities and to fund the acquisition of Orange Shipbuilding in December 1997. In June, the Company borrowed $1.5 million on its revolving credit facility, primarily to fund capital expenditures. 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 $1.9 million for the six months ended June 30, 2001 was for improvements to facilities and equipment of which approximately $1.1 million was for the completion of the construction of a new dry-dock, $700,000 was for improvements to its other facilities and equipment and $123,000 was for improvements to the 52 acres in Amelia. In March 2001, the Company completed construction of a new drydock, which is 280' long and 160' wide with a lifting capacity of up to 10,000 tons. The cost was $5.7 million. Funds for the construction of the drydock came from cash and internally generated funds. This dock will allow the Company to (1) increase repair and conversion capacity, (2) compete for larger repair and conversion projects, and (3) launch larger new vessel construction projects more competitively. Net cash provided by financing activities was $246,000 for the six months ended June 30, 2001 which included borrowings under the credit facility of $1.5 million and debt repayment of $1.3 million. The Company did not repurchase any of its stock during the six months ended June 30, 2001. On October 23, 2000 the Company purchased 52 acres of land in Amelia, Louisiana for $1.3 million. The Company is currently developing the property as a shipyard and anticipates beginning repair and conversion activities during the latter part of 2001. The Company anticipates that the first phase of development will cost approximately $4 million and will include clearing land, dredging slip, bulkheading and partial construction of an infrastructure to support repair and conversion activities. During the six months ended June 30, 2001 the Company expended $123,000 for improvements to the property. The Company plans to fund the remaining $3.9 million relating to this project in fiscal year 2001 by a combination of internally generated cash and borrowings. The Company has a Loan Agreement with a commercial bank, which specifies the terms of the Term Loan and the Revolving Credit Facility. Interest accrues at LIBOR plus 2.0% until August 31, 2001, and thereafter at the option of the Company either at the lender's prime rate minus 0.5% or LIBOR plus 2.0%. The Loan Agreement is secured by substantially all of the Company's assets, contains customary restrictive covenants and requires the maintenance of certain financial ratios, including a current ratio requirement of 1.25 to 1.0 that could limit the Company's use of available capacity under the Revolving Credit Facility. In addition, 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. At June 30, 2001, the Company was in compliance with these covenants. The Term Loan has a maturity date of April 2004 and is payable in seventeen monthly principal payments of $209,000 plus interest. At June 30, 2001, the Term Loan balance outstanding was $3.6 million. At the current amortization schedule, the Term Loan will be paid in full by the end of fiscal year 2002. 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, and matures on October 30, 2001. The Company pays a fee of 0.25% per annum on the unused portion of the facility. As of June 30, 2001, $1.5 million was outstanding on the Revolving Credit Facility. The Company has extended its Revolving Credit Facility from June 30, 2001 until October 30, 2001 and is in discussions about extending its Credit Facility on longer-term basis. Management believes that this facility or a similar source of borrowing will be available on reasonable terms. 16 The Company's backlog of $10.9 million at June 30, 2001 was attributable to 10 projects, of which $2.0 million was attributable to three government projects. The Company has signed four contracts totaling $8.0 million since June 30, 2001, which has increased backlog. The Company is currently in discussion and negotiations with various customers for vessel construction projects. These projects include a potential purchase by the U. S. Army of three additional ST Tugs, which have already been authorized and appropriated by Congress for approximately $7.5 million. The Company is optimistic that some of these projects will be added to backlog soon. For 2001, the Board of Directors has approved $2.0 million in capital expenditures for the maintenance, repair and upgrade of existing facilities and approximately $4.0 million for the first phase of development of the 52 acres of property in Amelia as a repair and conversion facility. In addition, the Board of Directors approved a $798,000 expansion of the Morgan City facility which will increase capabilities for pre-fabricated components and modular constructions techniques. Management believes that the Company's existing working capital and cash flows from operations will be adequate to meet its working capital needs for operations and some capital expenditures through 2001. Management believes that some of the planned capital expenditures may require additional borrowings and believes that borrowings should be available on reasonable terms. The Company may pursue acquisition opportunities it believes are attractive if and when such opportunities arise. The timing, size or success of any acquisition effort and the associated potential capital commitments cannot be predicted. New Accounting Pronouncements The Company adopted Statement of Financial Accounting Standards ("SFAS" ) No. 133, Accounting for Derivative Instruments and Hedging Activities as amended by SFAS No. 138 on January 1, 2001. SFAS No. 133, as amended, establishes accounting and reporting standards for derivative and hedging activities and requires, among other things, that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. Management has concluded that the adoption of SFAS 133 did not have a significant impact on the financial position, results of operations, or cash flows of the Company. On June 29, 2001, the Financial Accounting Standards Board ("FASB") concluded its voting process on SFAS No. 141 "Business Combinations," and this statement was issued in July 2001. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Goodwill and certain intangible assets will remain on the balance sheet and not be amortized. On an annual basis, and when there is reason to suspect that their values have been diminished or impaired, these assets must be tested for impairment, and write-downs may be necessary. The Company is required to implement SFAS No. 141 on July 1, 2001 and does not expect this statement to have a material effect on the Company's consolidated financial position or results or operations. On June 29, 2001, FASB concluded its voting process of SFAS No. 142, "Goodwill and Other Intangible Assets", and this statement was issued in July 2001. SFAS No. 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. Amortization of goodwill, including goodwill recorded in past business combinations, will cease upon adoption of this statement. Amortization expense of existing goodwill was approximately $0.2 million and $0.4 million for the three and six months ended June 30, 2001. The Company is required to implement SFAS No. 142 on January 1, 2002 and it has not determined the impact that this statement will have on its consolidated financial position or results of operations. Item 3: Quantitative and Qualitative Disclosures About Market Risk The Company is exposed to the risk of changing interest rates. Interest on $3.6 million of the Company's long-term debt with an interest rate of 5.76% at June 30, 2001 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 $36,000 per year if the Company were to maintain the same debt level and structure. 17 PART II. OTHER INFORMATION Item 1. Legal Proceedings The Company is a party to various routine 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 such proceedings in the aggregate, even if determined adversely, would not have a material adverse effect on the Company's business or financial condition. Item 4. Submission of Matters to a vote of Security Holders The Company's 2001 annual meeting of stockholders was held on May 24, 2001. All director nominees were elected. The voting tabulation was as follows: J. Parker Conrad: 6,476,470 votes for, 526,307 votes withheld; John P. Conrad, Jr.: 6,476,470 votes for, 526,307 votes withheld; Richard E. Roberson, Jr.: 6,476,470 votes for, 526,307 votes withheld. The proposal to ratify the appointment of Deloitte & Touche, LLP as the Company's independent public accountants for the fiscal year ending December 31, 2001 was approved. The voting tabulation was as follows: 6,750,624 votes for, 249,452 votes against and 2,701 abstentions. 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 the Company's 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 the Company's 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 the Company's Registration Statement on Form 8-A 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. Conrad Trust, William H. Hidalgo, and Cecil A. Hernandez (filed as Exhibit 4.2 to the Company's Annual Report on Form 10-K for year ended December 31, 1998 and incorporated by reference herein). 4.3 -- Registration Rights Agreement between Conrad Industries, Inc. and Morgan Keegan & Company, Inc (filed as Exhibit 4.3 to the Company's Annual Report on Form 10-K for year ended December 31, 1998 and incorporated by reference herein). 10.1 -- Allonge to Note by Conrad Shipyard, L.L.C. and Whitney National Bank, Dated July 30, 2001, in the Original Principal Amount of $10,000,000.00.
(b) Reports on Form 8-K The Company has not filed any Current Reports on Form 8-K during the quarter which this report is filed. 18 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 14, 2001 CONRAD INDUSTRIES, INC. By:/s/ Cecil A. Hernandez --------------------------------- Cecil A. Hernandez Senior Vice President and Chief Financial Officer 19 EX-10.1 3 dex101.txt ALLONGE TO NOTE [Logo of Whitney] EXHIBIT 10.1 Allonge ALLONGE TO NOTE BY CONRAD SHIPYARD, L.L.C., PAYABLE TO THE ORDER OF WHITNEY NATIONAL BANK, DATED DECEMBER 31, 1999, IN THE ORIGINAL PRINCIPAL AMOUNT OF $10,000,000. This allonge amends the above-identified Note (the "Note") as follows: PAYMENT SCHEDULE: The principal amount set forth above, or the principal amount then outstanding of advances that Bank makes hereunder to Borrower, whichever amount is less, shall be payable on October 30, 2001, and all accrued interest shall be payable on October 30, 2001. EXTEND MATURITY: Effective July 30, 2001, the maturity date on the Note is extended to October 30, 2001. Any collateral securing the Note shall continue to secure the Note as hereby amende. In connection with the foregoing and only in connection with the foregoing, the Note is hereby amended, but in all other respects all of the terms and conditions of the Note remain unaffected and the Note, as hereby amended, shall remain in full force and effect. Executed this 30th day of July, 2001. CONRAD SHIPYARD, L.L.C. By: /s/ William H. Hidalgo ------------------------------------ William H. Hidalgo Its: Manager WHITNEY NATIONAL BANK By: /s/ Edgar W. Santa Cruz, III ------------------------------------ Edgar W. Santa Cruz, III Its: Vice President The undersigned guarantor(s) of the Note does hereby consent to the above amendment to the Note and does hereby acknowledge and agree that it/he/she will continue to be obligated as guarantor of the Note, as hereby amended. ------------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----