United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~ September 30, 2011

o	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 333-123598

J.B. POINDEXTER & CO., INC.

(Exact name of registrant as specified in its charter)

Delaware 76-0312814

Delaware		76-0312814
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

600 Travis

Suite 200

Houston, Texas

77002

(Address of principal executive offices)

(Zip code)

713-655-9800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 o x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files.) Yes o x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large Accelerated Filer: o		Accelerated Filer: o

Non-accelerated Filer x		Smaller Reporting Company: o

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o No x

There were 3,059 shares of Common Stock, $.01 par value, of the registrant outstanding as of ~~July~~October 1531, 2011.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	June 30, 2011		December 31, 2010
	September 30, 2011		December 31, 2010
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	5163,~~377~~455	$	58,382
Accounts receivable, net	5449,~~614~~705		36,023
Inventories, net	7977,~~470~~874		61,578
Deferred income taxes	463		463
Income tax receivable	6,~~599~~141		9,287
Prepaid expenses and other	13,~~804~~377		2,891
Total current assets	~~194~~201,~~327~~015		168,624
Property, plant and equipment, net	5251,~~879~~385		56,436
Goodwill	35,000		35,000
Intangible assets, net	13,~~582~~046		14,299
Other assets	12,275		12,365
Deferred debt issuance costs	1,923		1,817
Total assets	$	308,063	$	286,724
Restricted cash	6,220		6,610
Other assets	3,831		3,938
Total assets	$	312,420	$	286,724
Liabilities and stockholder’s equity
Current liabilities
Current portion of long-term debt	$	21,~~260~~757	$	2,260
Accounts payable	4041,~~175~~968		26,966
Accrued compensation and benefits	912,~~910~~179		9,647
Other accrued liabilities	1813,~~280~~407		16,805
Total current liabilities	7069,~~625~~311		55,678
Noncurrent liabilities
Long-term debt, less current portion	200,~~036~~004		201,233
Deferred income taxes	56,~~483~~133		3,614
Employee benefit obligations and other	8,~~086~~778		8,554
Total noncurrent liabilities	~~213~~214,~~605~~915		213,401
Stockholder’s equity
Common stock, par value $0.01 per share (3,059 shares issued and outstanding)	—		—
Capital in excess of par value of stock	19,486		19,486
Accumulated other comprehensive income	~~537~~545		529
Retained earnings (accumulated deficit)	38,~~810~~163		(2,370		)
Total stockholder’s equity	2328,~~833~~194		17,645
Total liabilities and stockholder’s equity	$	~~308~~312,~~063~~420	$	286,724

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

J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

(ACCUMULATED DEFICIT) (Unaudited) ~~(Dollars in thousands)~~

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
Net sales	$	199,959		$	161,985		$	354,576		$	295,329
Cost of sales	170,507			136,824			306,483			254,428
Gross profit	29,452			25,161			48,093			40,901
Selling, general and administrative expenses	14,093			14,409			29,184			28,356
Closed and excess facility costs	—			782			—			782
Other income	(219		)	(114		)	(391		)	(130		)
Operating income	15,578			10,084			19,300			11,893
Interest expense	4,626			4,497			9,114			8,914
Interest income	(8		)	(16		)	(24		)	(27		)
Income before income taxes	10,960			5,603			10,210			3,006
Income tax provision	4,217			2,231			4,030			1,249
Net income	6,743			3,372			6,180			1,757
Accumulated deficit at beginning of period	(2,933		)	(1,955		)	(2,370		)	(340		)
Retained earnings at end of period	$	3,810		$	1,417		$	3,810		$	1,417

(Dollars in thousands)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010

Revenues	$	176,328		$	134,979		$	530,904		$	430,308
Cost of revenues	150,675			115,102			457,158			369,530
Gross profit	25,653			19,877			73,746			60,778
Selling, general and administrative expenses	14,518			13,791			43,702			42,147
Closed and excess facility costs	—			45			—			827
Other income	(146		)	(72		)	(537		)	(202		)
Operating income	11,281			6,113			30,581			18,006
Interest expense	4,538			4,425			13,652			13,339
Interest income	(12		)	(17		)	(36		)	(44		)
Income before income taxes	6,755			1,705			16,965			4,711
Income tax provision	2,402			749			6,432			1,998
Net income	4,353			956			10,533			2,713
Retained earnings (accumulated deficit) at beginning of period	3,810			1,417			(2,370		)	(340		)
Retained earnings at end of period	$	8,163		$	2,373		$	8,163		$	2,373

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

J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollars in thousands)

	For the Six Months Ended
	For the Nine Months Ended
	June 30,
	September 30,
	2011			2010
Cash flows from operating activities:
Net income	$	610,~~180~~533		$	12,~~757~~713
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization	813,~~451~~171			812,~~118~~088
Amortization of debt issuance costs	~~280~~420			~~280~~419
Provision for excess and obsolete inventory	1,~~066~~646			~~140~~421
Provision for doubtful accounts receivable	~~203~~143			3649
Deferred income tax provision	12,~~869~~519			~~(158~~370		)
Other	84(130		)	~~367~~570
Change in assets and liabilities:
Accounts receivable	(1813,~~794~~825		)	(117,~~817~~361		)
Inventories	(1817,~~958~~942		)	(37,~~166~~740		)
Prepaid expenses and other	~~1,078~~(486		)	(1,~~428~~675		)
Income tax receivable	23,~~688~~146			~~862~~261
Accounts payable	1315,~~208~~002			6,~~565~~584
Accrued income taxes	68			970
Other accrued liabilities	(865		)	1,396
Other accrued liabilities	964			2,824
Net cash provided by operating activities	13,332			8,095
Net cash (used for) provided by operating activities	(1,613		)	5,350
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment	~~173~~263			3435
Purchase of property, plant and equipment	(46,~~320~~905		)	(410,~~882~~976		)
Other	(294		)	326
Restricted cash	390			805
Net cash used in investing activities	(4,441		)	(4,522		)
Other	10			332
Net cash used in investing activities	(6,242		)	(9,804		)
Cash flows from financing activities:
Payments of long-term debt and capital leases	(~~959~~1,507		)	(~~989~~1,445		)
Net cash used in financing activities	(959		)	(989		)
Payments of deferred bond issuance costs	(526		)	—
Effect of exchange rate on cash	8			5
Net cash used in financing activities	(2,033		)	(1,445		)
Change in cash and cash equivalents	(7,005		)	(156		)
Effect of exchange rate on cash	16			25
Change in cash and cash equivalents	5,073			(3,129		)
Cash and cash equivalents at beginning of period	58,382			54,176
Cash and cash equivalents at end of period	$	5163,~~377~~455		$	5451,~~020~~047

The accompanying notes are an integral part of these condensed consolidated financial statement.

J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(1) Organization and Business.

J.B. Poindexter & Co., Inc. (the “Company”) operates manufacturing businesses principally in North America. The businesses design, manufacture and market commercial truck bodies, step vans, pickup truck caps and tonneaus, funeral coaches and limousines, specialty oil and gas industry equipment, and expanded foam packaging. The Company operates under a semi-decentralized business model with four operating segments and six business units overseen by a corporate parent (the “Parent”) unit located in Houston, Texas.

(2) Basis of Presentation and Opinion of Management.

The ~~accompanying~~ interim condensed consolidated financial statements included herein have been prepared by the Company, without audit, following the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the information furnished reflects all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the results of the interim periods. The December 31, 2010 condensed consolidated balance sheet data was derived from audited financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted following such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented understandable. Operating results for the three-month and ~~six~~nine-month periods ended ~~June~~September 30, 2011 are not necessarily indicative of the results that may be expected for the year ended December 31, 2011. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2010 filed with the Securities and Exchange Commission on April 13, 2011 and June 15, 2011 on Form 10-K and Form 10-K/A, respectively.

(3) Segment Data.

The following is a summary of the business segment data (dollars in thousands):

	For the three months ended June 30,						For the six months ended June 30,
	For the three months ended September 30,						For the nine months ended September 30,
	2011			2010			2011			2010
Net Sales:
Revenues:
Morgan	$	9764,~~595~~785		$	6944,~~690~~309		$	~~161~~226,~~734~~519		$	~~114~~158,~~300~~609
Truck Accessories	3230,~~014~~335			3331,~~300~~990			6394,~~821~~156			6395,~~241~~231
Morgan Olson	2238,~~309~~114			2018,~~910~~872			3472,~~247~~361			4766,~~713~~585
Specialty Manufacturing	4843,~~041~~094			3839,~~085~~808			94137,~~774~~868			70109,~~075~~883
Net Sales	$	199,959		$	161,985		$	354,576		$	295,329
Total Revenues	$	176,328		$	134,979		$	530,904		$	430,308
Operating Income (Loss):
Morgan	$	104,~~559~~294		$	~~6,315~~964		$	1317,~~011~~305		$	67,~~877~~841
Truck Accessories	2,~~903~~874			43,~~052~~617			47,~~895~~769			610,~~459~~076
Morgan Olson	~~409~~3,417			~~792~~1,229			~~(298~~3,119		)	23,~~513~~742
Specialty Manufacturing	32,~~016~~845			~~684~~2,365			58,~~437~~281			~~(633~~1,732		)
Parent	(12,~~309~~149		)	(12,~~759~~062		)	(35,~~745~~893		)	(35,~~323~~385		)
Operating Income	$	15,578		$	10,084		$	19,300		$	11,893
Total Operating Income	$	11,281		$	6,113		$	30,581		$	18,006

J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

	June 30, 2011		December 31, 2010
	September 30, 2011		December 31, 2010
Total Assets as of:
Morgan	$	5253,~~727~~899	$	38,574
Truck Accessories	5859,~~861~~101		56,553
Morgan Olson	1721,~~954~~458		9,430
Specialty Manufacturing	~~129~~122,~~981~~240		118,242
Parent	4855,~~540~~722		63,925
	$	~~308~~312,~~063~~420	$	286,724

Morgan has two customers (truck leasing and rental companies) that together accounted for approximately 6160% and 6461% of Morgan’s ~~net~~revenues ~~sales~~ during each of the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, respectively. Accounts receivable from these customers totaled $76,~~721~~008 and $7,235 at June 30, 2011 and December 31, 2010, respectively. Morgan Olson has one customer (a delivery service company) that accounted for 39% and 37% of Morgan Olson’s net sales during each of the six months ended June 30, 2011 and 2010, respectively. Accounts receivable from this customer totaled $4,480 and $4,377 at June 30, 2011 and December 31, 2010, respectively. Specialty Manufacturing’s net sales are concentrated among international oilfield service companies, with two customers that accounted for approximately 47.1% and 32.2~~% of Specialty Manufacturing’s net sales during each of the six months ended June 30~~,323 ~~2011 and 2010, respectively. Accounts receivable from these customers totaled $8,987 and $8,272~~ at ~~June~~September 30, 2011 and December 31, 2010, respectively.

Morgan Olson has one customer (a delivery service company) that accounted for 54% and 41% of Morgan Olson’s revenues during each of the nine months ended September 30, 2011 and 2010, respectively. Accounts receivable from this customer totaled $3,507 and $109 at September 30, 2011 and December 31, 2010, respectively.

Specialty Manufacturing’s revenues are concentrated among international oilfield service companies, with two customers that accounted for approximately 53% and 51% of Specialty Manufacturing’s revenues during each of the nine months ended September 30, 2011 and 2010, respectively. Accounts receivable from these customers totaled $8,135 and $8,272 at September 30, 2011 and December 31, 2010, respectively.

The Company, on a consolidated basis, had five customers that accounted for approximately 47% and 42% of total revenues for the nine months ended September 30, 2011 and 2010, respectively. Accounts receivable from these customers totaled $17,650 and $10,704 at September 30, 2011 and December 31, 2010, respectively. These were customers of Morgan, Morgan Olson and Specialty Manufacturing. Morgan had two customers, Penske and Ryder, which individually accounted for more than 10% of the Company’s revenues during the nine months ending September 31, 2011 and 2010. Penske accounted for approximately 13% and 11% of the Company’s total revenues for the nine months ending September 30, 2011 and 2010, respectively. Accounts receivable for Penske were $3,807 and $1,036 at September 30, 2011 and December 31, 2010, respectively. Ryder accounted for approximately 12% of the Company’s total revenues for the nine months ending September 30, 2011 and December 31, 2010. Accounts receivable for Ryder were $2,201 and $1,287 at September 30, 2011 and December 31, 2010, respectively.

(4) Comprehensive Income.

The components of comprehensive income ~~(loss)~~ were as follows:

	For the three months ended June 30,						For the six months ended June 30,
	For the three months ended September 30,						For the nine months ended September 30,
	2011			2010			2011		2010
Net income	$	64,~~742~~353		$	~~3,372~~956		$	610,~~180~~533	$	12,~~757~~713
Foreign currency translation gain (loss)	(105		)	(355		)	8		(109		)
Foreign currency translation gain	8			331			16		222
Comprehensive income	$	64,~~637~~361		$	31,~~017~~287		$	610,~~188~~549	$	12,~~648~~935

(5) Inventories.

Consolidated inventories, net, consisted of the following:

	June 30,		December 31,
	2011		2010
Raw materials	$	43,811	$	27,246
Work in process	22,082		19,978
Finished goods	13,577		14,354
Total inventories	$	79,470	$	61,578

(6) Long-Term Debt.

The fair value of the Company’s 8.75% Notes is determined under the Financial Accounting Standards Board (“FASB”) guidance on fair value measurements that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. As of June 30, 2011 and 2010, the Company had $198,800 of 8.75% Notes, long-term debt outstanding, with estimated fair values of approximately $202,776 and $181,900, based upon its traded values at June 30, 2011 and 2010, respectively. The estimated fair values are

J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

measured using quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

	September 30,		December 31,
	2011		2010
Raw materials	$	48,320	$	27,246
Work in process	21,424		19,978
Finished goods	8,130		14,354
Total inventories	$	77,874	$	61,578

(76) ~~Supplemental~~Deferred ~~Cash~~Bond ~~Flow~~Issuance ~~Information~~Costs.

~~The~~During ~~supplemental~~the ~~cash~~second ~~flow~~and ~~information~~third ~~for~~quarters of 2011, the ~~six~~Company ~~months~~incurred ~~ended~~bond ~~June~~ issuance costs of $526 associated with a prospective $200 million bond offering to replace the existing $200 million bond obligation due in 2014. If the Company chooses to postpone the bond offering past 2011, the deferred issuance costs will be expensed in the fourth quarter of 2011. Should the proposed bond offering be successfully executed, $1,397 of remaining deferred financing costs at September 30, 2011 ~~and~~associated ~~2010~~with ~~was~~the asSenior ~~follows:~~Notes due in 2014 will be expensed.

	2011		2010
Cash paid for interest	$	8,899	$	8,856
Cash paid for income taxes	198		659

(7) Restricted Cash.

~~(8)~~Restricted cash represents a cash reserve deposited in an escrow account to secure the self-insured portion of the Company’s insurance programs. This reserve is based on known facts and historical industry trends. The balance of the reserve as of September ~~Income~~30, ~~Taxes~~2011 and December 31, 2010 was $6,220 and $6,610, respectively.

~~The income tax provision for the periods ended June~~(8) ~~30,~~Long-Term ~~2011~~Debt and ~~2010~~Fair ~~was~~Value ~~recorded~~of ~~based~~Financial ~~on the Company’s estimated annual effective tax rate~~Instruments.

The fair value of the Company’s ~~reports~~8.75% aNotes ~~liability~~is ~~for~~determined ~~tax~~under ~~positions~~the ~~taken~~Financial Accounting Standards Board (“FASB”) guidance on fair value measurements that ~~will~~requires ~~more~~an ~~likely~~entity ~~than~~to ~~not~~maximize ~~result~~the inuse ~~additional~~of ~~tax~~observable ~~payments~~inputs inand minimize the ~~event~~use of ~~examination~~unobservable byinputs when measuring fair value. As of September 30, 2011 and December 31, 2010, the ~~federal~~Company had $198,800 ~~state~~of or8.75% ~~foreign~~Notes ~~taxing~~outstanding ~~jurisdictions~~and included in ~~which~~long-term ~~the~~debt ~~Company~~with ~~operates~~estimated ~~(“uncertain~~fair ~~tax~~values ~~positions”)~~of approximately $198,800 and ~~classifies~~$199,598, ~~related~~based ~~interest~~upon its traded values at September 30, 2011 and ~~penalties~~December 31, on2010, ~~late~~respectively. The ~~payment~~estimated offair ~~taxes~~values asare ~~income~~measured ~~tax~~using ~~expense~~quoted prices (unadjusted) for identical assets and liabilities in active markets that the ~~financial~~entity ~~statements~~has the ability to access as of the measurement date. ~~The~~ ~~total~~Other ~~amount~~financial instruments consist of ~~accrued~~cash ~~interest~~and cash equivalents, receivables and ~~penalties~~debt. Fair ~~related~~values toof cash and cash equivalents and receivables approximate carrying values for these ~~tax~~financial ~~positions~~instruments ~~was~~since ~~$439~~they atare ~~June 30,~~relatively ~~2011~~short-term ~~and~~in ~~$544~~nature. The atcarrying ~~June 30~~amount of debt, ~~2010~~except for the Company’s 8. ~~This~~75% ~~decrease~~Notes, ~~was~~approximates ~~mainly~~fair value due either to ~~lapses~~length of ~~statutes~~maturity or existence of ~~limitations~~variable oninterest ~~certain~~rates ~~filings~~that approximate prevailing market rates.

~~The~~(9) Supplemental ~~Company~~Cash isFlow ~~subject to U~~Information.S. federal income tax as well as income tax in Canada and numerous state jurisdictions. The Company has concluded substantially all U.S. federal income tax matters for years through 2005. Substantially all material state and local income tax matters have been concluded for fiscal years through 2004. Currently, the Company is under audit by the Internal Revenue Service for 2006. The Company has provided for known potential exposures for this examination and years after 2006.

~~(9)~~The supplemental cash flow information for the nine months ended September ~~Contingencies.~~30, 2011 and 2010 was as follows:

Claims and Lawsuits. The Company is involved in claims and lawsuits arising in the normal course of business. In the opinion of management, the ultimate resolution of these matters will not have a material adverse effect on the financial position or results of operations of the Company.

	2011		2010
Cash paid for interest	$	17,771	$	17,758
Cash paid for income taxes	230		1,406

~~Letters of Credit and Other Commitments. The Company had $59 and $1,360 in standby letters of credit outstanding at June~~(10) ~~30,~~Income ~~2011 and December 31, 2010, respectively~~Taxes. The balance at June 30, 2011 is for legacy self-insurance reserves while the balance at December 31, 2010 consisted of $36 of similar insurance reserves and $1,000 related to a chassis bailment pool at Morgan. Due to the improvement in Company performance, the supplier released the requirement for the letter of credit securing the bailment pool during the first quarter of 2011.

~~Environmental Matters.~~ The ~~Company’s~~income ~~operations~~tax ~~are~~provision ~~subject~~for ~~to a variety of federal, state and local environmental and health and safety statutes and regulations, including those relating to emissions to~~ the ~~air,~~periods ~~discharges~~ended ~~to water~~September 30, ~~treatment,~~2011 ~~storage~~ and ~~disposal~~2010 ofwas ~~waste,~~recorded ~~and~~based ~~remediation~~on ~~of contaminated sites. From time to time,~~ the Company’s ~~has~~estimated ~~received~~annual ~~notices~~effective oftax noncompliance with respect to its operations, which typically have been resolved by investigating the alleged noncompliance, correcting any noncompliant conditions and paying fines, none of which individually or in the aggregate has had a material adverse effect on the Companyrate.

The Company reports a liability for tax positions taken that will more likely than not result in additional tax payments

J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

in the event of examination by the federal, state or foreign taxing jurisdictions in which the Company operates (10“uncertain tax positions”) and classifies related interest and penalties on late payment of taxes as income tax expense in the financial statements. The total amount of accrued interest and penalties related to these tax positions was $439 at September ~~Closed~~30, 2011 and ~~Excess~~$435 ~~Facility~~at ~~Costs~~December 31, 2010. This decrease was mainly due to lapses of statutes of limitations on certain filings.

~~During~~The ~~the~~Company ~~second~~is ~~quarter~~subject ofto ~~2010,~~U.S. ~~SVG~~federal ~~initiated~~income atax ~~plan~~as ~~for~~well ~~the~~as ~~consolidation~~income ~~and~~tax ~~restructuring~~in ofCanada ~~its~~and ~~two~~numerous ~~funeral~~state ~~coach~~jurisdictions. ~~and~~The ~~limousine~~Company ~~manufacturing~~has ~~operations~~concluded ~~into~~substantially ~~one~~all ~~facility~~U. ~~SVG~~S. ~~completed~~federal ~~the~~income ~~consolidation~~tax ofmatters ~~the~~for ~~funeral~~years ~~coach~~through ~~manufacturing~~2005. ~~operations~~Substantially ~~and~~all ~~recorded~~material astate ~~closed~~ and ~~excess~~local ~~facility~~income ~~charge~~tax ofmatters ~~$800~~have ~~during~~been ~~the~~concluded ~~three~~for ~~months~~fiscal ~~ended~~years ~~June 30,~~through ~~2010~~2005. The ~~consolidation~~Company ofhas ~~the~~provided ~~limousine~~for ~~manufacturing~~known ~~operations~~potential ~~was~~exposures ~~completed~~for inthis ~~the~~examination ~~fourth~~and ~~quarter~~years ofafter ~~2010~~2006.

(11) Contingencies.

Claims and Lawsuits. The Company is involved in claims and lawsuits arising in the normal course of business. In the opinion of management, the ultimate resolution of these matters will not have a material adverse effect on the financial position or results of operations of the Company.

Letters of Credit and Other Commitments. The Company had $59 and $1,360 in standby letters of credit outstanding at September 30, 2011 and December 31, 2010, respectively. The balance at September 30, 2011 is for legacy self-insurance reserves while the balance at December 31, 2010 consisted of $360 of similar insurance reserves and $1,000 related to a chassis bailment pool at Morgan. Due to the improvement in Company performance, the supplier released the requirement for the letter of credit securing the bailment pool during the first quarter of 2011.

Environmental Matters. The Company’s operations are subject to a variety of federal, state and local environmental and health and safety statutes and regulations, including those relating to emissions to the air, discharges to water, treatment, storage and disposal of waste, and remediation of contaminated sites. From time to time, the Company has received notices of noncompliance with respect to its operations, which typically have been resolved by investigating the alleged noncompliance, correcting any noncompliant conditions and paying fines, none of which individually or in the aggregate has had a material adverse effect on the Company.

(12) Closed and Excess Facility Costs.

In 2010, Specialty Vehicle Group or SVG initiated a plan for the consolidation and restructuring of its two funeral coach and limousine manufacturing operations into one facility. SVG completed the consolidation of the funeral coach manufacturing operations and recorded a closed and excess facility charge of $827. The consolidation of the limousine manufacturing operations was completed in the fourth quarter of 2010.

J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Company’s Annual Report on Form 10-K and 10-K/A for the year ended December 31, 2010. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences can be material. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur.

Overview and ~~description~~Description of ~~business~~Business

Morgan Truck Body, LLC. Morgan Truck Body, LLC, or Morgan, designs, engineers and manufactures truck bodies in the United States and Canada that are used for the transportation of dry freight and refrigerated products. The truck bodies are attached to truck chassis provided by Morgan’s customers. Customers include truck rental and leasing companies, truck dealers and companies that operate fleets of delivery vehicles. The principal raw materials used by Morgan include steel, aluminum, fiberglass-reinforced plywood and hardwoods acquired from a variety of sources. Morgan conducts its Canadian operations through its subsidiary, Commercial Babcock, Inc.

Truck Accessories Group, LLC. Truck Accessories Group, LLC, or TAG, manufactures pickup truck caps and tonneau covers, which are fabricated enclosures that fit over the open beds of pickup trucks, converting the beds into weatherproof storage areas. Truck Accessories’ brands include Leer, Century, Raider, LoRider, BoxTop, Pace Edwards and State Wide Aluminum. The principal raw materials used by Truck Accessories are resins, fiberglass, paint, glass and manufactured components such as locks and gas struts.

Morgan Olson, LLC. Morgan Olson, LLC, or Morgan Olson, manufactures step van bodies for parcel, food, newspaper, uniform, linen and other delivery applications. Step vans, which enable the driver of the truck to easily access the cargo area, are specialized vehicles designed for multiple-stop applications. Except for the truck chassis on which it is mounted, Morgan Olson manufactures the complete vehicle, including the fabrication of the body, the installation of windows, doors, the instrument panel, seating and wiring and finishes the truck with paint and decal application. The step van bodies are installed on chassis provided by Morgan Olson’s customers. The principal raw materials used by Morgan Olson include steel and aluminum and a variety of automotive components.

Specialty Manufacturing consists of three business units, MIC Group, LLC, Specialty Vehicle Group and EFP, LLC.

MIC Group, LLC. MIC Group, LLC, or MIC, provides high -precision machining and parts assembly for the oil and gas services industry. MIC offers an array of services including computer-controlled precision machining, electrical discharge machining, electron beam welding, trepanning, gun drilling and electromechanical assembly. MIC operates six plants, located in the United States, Mexico and Malaysia. The principal raw materials used by MIC are ferrous and nonferrous materials including stainless steel, alloy steels, nickel -based alloys, titanium, brass, beryllium copper alloys and aluminum.

Specialty Vehicle Group. Specialty Vehicle Group, or SVG, manufactures funeral coaches and limousines, most of which are sold through authorized dealers in the United States and Canada to funeral directors and livery companies. The components of SVG are Federal Coach, LLC (“Federal Coach”) and Eagle Specialty Vehicles, LLC (“Eagle Coach”). SVG purchases vehicle chassis from the major automotive manufacturers’ dealers for modification and sale to its customers. ~~Effective December 31, 2009, SVG sold its specialized transit bus business.~~

EFP, LLC. EFP, LLC, or EFP, manufactures expandable polystyrene and polypropylene foam that is used mainly in packaging applications. Its products are engineered to customer specifications for use by the medical, electronics, food, furniture, plumbing and appliance industries. The principal raw materials used by EFP include expandable polystyrene, polypropylene, polyethylene and other resins.

J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES

Business Environment and Outlook

While the six business units of J.B. Poindexter & Co., Inc. are subject to common influences, such as macroeconomic cycles, there are specific external factors that may impact each business unit’s financial performance.

Morgan. Morgan’s ~~sales~~revenues depend on the replacement cycle for delivery trucks that are primarily used in general freight, parcel delivery and distribution applications. While customers typically replace delivery trucks every six to seven years, timing is directly impacted by general economic conditions. In a weaker economy, as was the case between 2008 and 2010, customers often defer the purchase of new delivery trucks or may retire old trucks without replacement. In a stronger economy, customers may make purchases that were deferred in prior years, replacing vehicles at a more rapid rate.

Customer mix also influences ~~sales~~revenues at Morgan. In recent years, demand from large fleet operators such as Penske and Ryder has outpaced industry rates of growth as many smaller companies turn to leasing vehicles instead of purchasing them. As a result of its historically high market share with large fleet operators and a resurgent retail truck market, Morgan has recently capitalized on this trend reporting a ~~sales~~revenue increase of 4243% in the first ~~six~~nine months of 2011, compared to the first ~~six~~nine months of 2010, much of which was derived from fleet operators.

TAG. TAG’s revenues are directly related to sales of new pickup trucks. Pickup truck sales are cyclical and depend on general economic conditions and other factors that affect the automotive industry such as consumer preferences, fuel costs, consumer spending levels, new model introductions and interest rates.

While light duty pickup truck sales continued to improve in 2011, TAG’s unit sales were 3one percent lower than the comparable period last year. We believe this is due to a decline in general consumer confidence and a higher proportion of pickup trucks being sold to commercial customers that are less likely to install tonneaus and caps. However, better economic conditions have increased demand for TAG’s recently upgraded commercial fleet and vocational products including marine dock boxes and hoods for commercial vehicles such as UPS step vans. TAG’s near term growth rate is anticipated to increase as it uses its scale and national footprint to further its relationships with fleet operators, leasing companies and vehicle fleet upfitters.

Morgan Olson. Morgan Olson’s revenues are affected by factors similar to those that influence Morgan. Additionally, the step van market is not growing and may be declining, ~~probably~~perhaps as a consequence of the ~~inferior~~lesser fuel efficiency of ~~smaller~~ step ~~van~~vans ~~models~~relative to smaller delivery vehicles. To provide an alternative for customers seeking enhanced fuel economy in smaller vehicles, Morgan Olson has entered into development arrangements with chassis manufacturers including Sprinter, Workhorse and Freightliner Custom Chassis to adapt their fuel efficient chassis into step van applications.

Morgan Olson’s revenue is also partly dependent on parts and service sales. Its largest parts customer is the United States Postal Service (“USPS”) which continues to operate 142,000 vehicles manufactured by the predecessor of Morgan Olson. Due to the USPS’s limited capital budget, it is expected that these vehicles will be operated, and therefore continue to generate parts and service revenue, for several more years before it replaces vehicles and that the USPS will continue to rely on the availability of Morgan Olson supplied service parts in order to maintain its fleets in operating condition.

Specialty Manufacturing’s business environment and outlook are related to those of its three business units (MIC, SVG and EFP) as follows:

MIC. MIC’s ~~sales~~revenues depend on activity in the energy services industry. Global consumption of energy, with oil as the major component, is projected to increase steadily, partly as a result of demand in China and other economically developing nations. In addition, technical advances in drilling will likely cause more challenging oil exploration activities. Advanced drilling methods such as horizontal drilling, hydraulic fracking, and deep-hole and deep-sea excavation require the high-precision and highly machined assemblies produced by MIC which we believe will lead to increased revenue despite ~~the previously mentioned~~ challenges facing the industry.

SVG. Despite a growing population, services in the funeral industry are slowly trending away from traditional

~~burials toward cremations~~J. ~~As a result there has been consolidation in the industry and its supplier base, including the funeral vehicle segment~~B. ~~SVG~~ isPOINDEXTER & ~~one of the two remaining funeral vehicle manufacturers in the United States and Canada and its improving market share has more than compensated for decreased industry demand~~CO. ~~To combat the decline of the funeral services industry~~, INC. ~~SVG~~AND ~~now also utilizes its skilled workforce, design skills and reputation for quality to develop and merchandise other vehicles, including armored limousines.~~SUBSIDIARIES

~~SVG’s~~burials ~~short-term~~toward ~~demand~~cremations. As isa ~~also~~result, ~~impacted~~there byhas ~~the~~been ~~introduction~~consolidation ofin ~~new~~the ~~chassis~~industry ~~platforms.~~and ~~After~~its 10supplier ~~years~~base, ofincluding ~~unchanged~~the ~~chassis,~~funeral vehicle segment. SVG ~~has~~is ~~begun~~one toof ~~sell~~the ~~vehicles~~two ~~fabricated~~remaining onfuneral vehicle manufacturers in the ~~new~~United ~~Lincoln~~States ~~MKT~~and ~~coach~~Canada and its improving market share has more than compensated for decreased industry demand. To combat the ~~Cadillac~~decline ~~executive~~of ~~sedan;~~the ~~and~~funeral itservices ~~will~~industry, ~~offer~~SVG anow ~~completely~~utilizes ~~redesigned~~its ~~hearse~~skilled ~~based~~workforce, ondesign ~~another~~skills ~~Cadillac~~and ~~chassis~~reputation ~~scheduled~~for quality to ~~become~~develop ~~available~~and inmerchandise ~~2012~~other vehicles, including armored limousines.

SVG’s revenues are impacted by the introduction of new chassis platforms. After 10 years of unchanged chassis, SVG has begun to sell vehicles fabricated on the new Lincoln MKT coach and the Cadillac executive sedan. It will offer a completely redesigned hearse based on another Cadillac chassis scheduled to become available in 2012.

EFP. EFP is a relatively small part of our Company and a minor participant in the packaging market. Similar to its competitors, EFP’s sales are limited to customers within a fixed geographical distance from its three locations. Recently, EFP began to target opportunities in the growing refrigerated shipping market for food, medical and pharmaceutical products, and away from recreational vehicle and construction customers.

Parent. J.B. Poindexter & Co., Inc. adheres to a lean model, with the corporate parent responsible only for those functions best administered on a centralized basis. These include strategic planning, ~~lean leadership,~~ financing, accounting controls and financial reporting, human resources, insurance, and environmental and workplace safety compliance.

The following is a discussion of the key components of our results of operations:

Source of revenues. We derive revenues from:

· Morgan’s sales of truck bodies, parts and services;

· Truck Accessories’ sales of pickup truck caps and tonneaus and trailer door and window components;

· MIC’s sales of precision -machined parts and assembly services;

· Morgan Olson’s sales of step van and other truck bodies, parts and services;

· SVG’s sales of funeral hearses and limousines; and

· EFP’s sales of expandable polystyrene and polypropylene foam products.

Discounts, returns and allowances. Our gross revenues are reduced by discounts we provide to customers and returns and allowances in the ordinary course of our business. We provide discounts as deemed necessary to generate sales volume and remain price competitive. Discounts include payment term discounts and discretionary discounts from list price.

Cost of revenues. Cost of revenue represents the costs directly associated with manufacturing our products and generally varies with the volume of products produced. The components of cost of revenue are materials, labor and overhead including transportation costs. Overhead costs are allocated to production based on labor costs and include the depreciation and amortization costs associated with the assets used in manufacturing, including rent associated with manufacturing and indirect labor and other costs.

Selling and administrative expenses. Selling and administrative expenses are made up of the costs of selling our products and administrative costs related to information technology, accounting, finance and human resources. Costs include personnel and related ~~costs~~expenses, including travel, equipment and facility rent expense not associated with manufacturing activities and professional services such as audit fees. Selling and administrative expenses also include our costs at corporate headquarters to manage and provide support to our operating subsidiaries.

Other income and expense. Income and expenses that we incur during the year that are nonrecurring in nature and not directly comparable to the prior year are included in other income and expense or are separately identified.

J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES

Results of Operations

Performance during the Quarter Ended ~~June~~September 30, 2011

Compared with the Quarter Ended ~~June~~September 30, 2010 (Unaudited)

Revenues. Our consolidated revenues increased $3841.03 million, or 2330.46%, to $~~200~~176.03 million for the quarter ended ~~June~~September 30, 2011 compared to $~~162~~135.0 million for the quarter ended ~~June~~September 30, 2010. This increase represents higher sales volume of $3538.90 million (2228.1%) and price increases of $23.13 million (12.35%). Morgan, Morgan Olson and MIC Group experienced volume increases due to cyclical demand improvements while SVG improved due to increased market share. Revenues at TAG decreased as a result of softening demand for consumer pickup truck caps ~~as compared to the first quarter~~ while EFP ~~saw~~decreased ~~a decrease~~ in revenue following its exit from unprofitable product lines.

· Morgan’s revenues increased $2720.95 million, or 4046.03%, to $9764.68 million in the ~~second~~third quarter of 2011 compared to $6944.73 million in the ~~second~~third quarter of 2010. This increase represents higher sales volume of $2718.6 million (3942.60%) and price increases of $01.39 million (0.4.3%). The volume increase was primarily attributable to an increase of $1017.36 million in sales to ~~fleet~~retail customers ~~to $48~~.6 Fleet ~~million,~~customer ~~compared~~volume toincreased $380.3 million ~~in the prior period~~. Parts, ~~Volume~~service ~~also~~and ~~grew~~delivery ~~in retail units with a~~ sales ~~increase~~increased of $170.37 million. The toprice ~~$46.6~~increase ~~million~~was ~~compared~~attributable to fleet units, $290.34 million, ~~in the prior period. Parts~~ and ~~service~~retail ~~sales~~units, ~~remained flat at~~ $21.35 million ~~year over year~~.

· TAG’s revenues decreased $1.37 million, or 35.93%, to $3230.03 million in the ~~second~~third quarter of 2011 compared to $3332.30 million in the ~~second~~third quarter of ~~last year~~2010. This decrease represents lower sales volume of $2.76 million (-8.1%) offset by price increases of $10.49 million (4.2.8%). The volume change iswas due to adecreases ~~decrease~~ in shipments of consumer caps and tonneaus of $2.1 million, window and ~~decreases~~door inshipments ~~window~~of ~~shipments~~$0.3 million, and specialty and other products of $0.62 million. The price increase was attributable to consumer caps and tonneaus of $0.8 million, and windows and doors of $0.1 million.

· Morgan Olson’s revenues increased $119.42 million, or ~~6.7~~102%, to $2238.31 million in the ~~second~~third quarter of 2011 compared to $2018.9 million for the ~~second~~third quarter of 2010. ~~This~~The volume increase ~~represents~~was ~~higher~~due ~~sales~~to ~~volume~~increased ofsales ~~$1.3~~to ~~million~~fleet customers (~~6.2%)~~United ~~and~~Parcel ~~price~~Service ~~increases~~or of“UPS” ~~$0.1~~and ~~million~~Federal ~~(0.5%).~~Express ~~The~~or ~~volume~~“FedEx”) ~~increase~~of ~~was~~$18.4 ~~due~~million, to increased sales to retail customers of $31.3 million, partially offset by a ~~reduction~~decrease in part shipments and delivery income of ~~fleet~~$0.5 ~~sales~~million. The ~~second~~third quarter fleet sales ~~decrease~~increase was ~~caused~~largely impacted by the timing of fleet customer shipments in 2011. ~~This timing difference is partially evidenced by our backlog increase for United Parcel Service (“UPS”) of $19.8 million to $37.7 million at June 30, 2011~~ compared to ~~$17~~2010.9 The ~~million~~decrease atin ~~June 30,~~sales ~~2010. Sales~~ of service parts and delivery income ~~decreased~~was ~~to $3.9 million from $4.1 million~~ due mainly to reduced shipments of parts to the USPS.

· Specialty Manufacturing’s revenues increased $103.03 million, or 268.13%, to $4843.1 million in the ~~second~~third quarter of 2011 compared to $3839.18 million in the ~~second~~third quarter of 2010. The increase was caused ~~primarily~~ by higher unit volume at MIC and SVG.

· MIC Group’s revenues increased $104.83 million, or 4816.43%, to $3330.37 million in the ~~second~~third quarter of 2011 compared to $2226.4 million in the ~~second~~third quarter of 2010. This increase ~~was~~represents ~~entirely~~higher sales volume ~~driven~~of $4.0 million (15.2%) and price increases of $0.3 million (1.1%). The volume increase was attributable to increased demand from oil and gas services customers for machined products and assembly services. ~~The increase was primarily attributable to two customers, Schlumberger and Halliburton.~~

· SVG’s revenues increased $10.29 million, or 1312.39%, to $97.9 million in the ~~second~~third quarter of 2011 compared to $8.7.0 million in the ~~second~~third quarter of 2010. The increase represents higher unit volume of $0.97 million (10.30%) and price increases of $0.32 million (32.09%). The volume increase was attributable to increased market share from two new customers ~~that~~representing ~~are~~ the United States’ and Canada’s largest funeral services ~~consolidators~~providers.

· EFP’s revenues decreased $21.09 million, or 29.37%, to $4.95 million in the ~~second~~third quarter of 2011 compared to $6.94 million in the ~~second~~third quarter of 2010. ~~This~~The decrease ~~reflects~~was attributable to lower unit volume shipments following the Company’s decision to exit certain unprofitable product lines principally within the recreational vehicle and construction markets.

~~Backlog~~J. ~~Our consolidated backlog increased 53~~B.4% ~~to $193.7 million at June~~POINDEXTER ~~30,~~& ~~2011 compared to $126~~CO.~~3 million at June 30~~, ~~2010. The December~~ ~~31, 2010 backlog was $165~~INC.6 ~~million.~~AND SUBSIDIARIES

~~· Morgan’s~~Backlog. Our consolidated backlog ~~was~~increased 62.3% to $80193.03 million at ~~June~~September 30, 2011 compared to $86119.71 million at ~~December~~September ~~31, 2010 and $40.9 million at June~~ 30, 2010. The ~~increase in backlog over June~~December 3031, 2010 backlog was ~~due to a~~ $36165.96 million ~~increase in retail orders and a $2~~.~~2 million increase in fleet orders. The majority of fleet shipments are typically completed every year prior to June 30th.~~

· ~~TAG~~Morgan’s backlog was $296.68 million asat ~~of June~~September 30, 2011 compared to $286.7 million at December 31, 2010 and $234.81 million at ~~June~~September 30, 2010. ~~Production~~The ~~consists~~increase ~~primarily~~in ofbacklog ~~made~~compared to ~~order~~September 30, ~~units~~2010 ~~and~~was due to a $42.7 million increase in backlog ~~represents~~from ~~approximately~~retail ~~two~~customers ~~weeks~~and ofa ~~production~~$20.0 million increase in backlog from fleet customers.

· ~~Morgan Olson~~TAG’s backlog ~~increased~~was ~~100% to~~ $542.86 million as of ~~June~~September 30, 2011 ~~compared~~and toDecember 31, 2010 and $272.4 million at ~~June~~September 30, 2010. ~~The~~ ~~increase~~Production ~~was~~consists ~~due~~primarily toof amade ~~$21.2~~to ~~million~~order ~~and~~units ~~a $6.2 million increase, respectively, in fleet~~ and ~~retail orders. The increase in fleet~~ backlog ~~was~~represents ~~primarily~~approximately ~~related~~two toweeks ~~orders~~of ~~received from UPS~~production. ~~Backlog at December 31, 2010 was $8.9 million.~~

· ~~Specialty~~Morgan ~~Manufacturing~~Olson’s backlog was $5631.30 million as of ~~June~~September 30, 2011 compared to $678.39 million at December 31, 2010 and $5516.2 5 million at ~~June~~September 30, 2010. The increase of 87.9% over September 30, 2010 was due to a $6.2 million and an $8.3 million increase, respectively, in fleet and retail orders. The increase in fleet backlog was primarily related to orders received from UPS and FedEx.

· ~~MIC~~ Specialty ~~Group~~Manufacturing’s backlog was $5162.49 million as of ~~June~~September 30, 2011 compared to $6267.13 million at December 31, 2010 and $5066.21 million at ~~June~~September 30, 2010. ~~The minimal increase from June 30, 2010 to June 30, 2011 represents increasing order levels largely offset by an improvement in the order-to-ship cycle.~~

· ~~SVG~~MIC Group’s backlog was $453.90 million as of ~~June~~September 30, 2011 compared to $562.21 million at December 31, 2010 and $562.01 million at ~~June~~September 30, 2010. The ~~small~~ decrease infrom ~~backlog~~September 2010 isby ~~attributable~~$9.2 tomillion ~~product~~was ~~mix~~primarily asthe ~~units~~result of one significant customer modifying its ordering pattern in ~~backlog~~an ~~are~~effort ~~relatively~~to ~~constant~~decrease their inventory levels.

· SVG’s backlog was $9.9 million as of September 30, 2011 compared to $5.2 million at December 31, 2010 and $4.0 million at September 30, 2010. The increase is primarily attributable to initial orders for the new Lincoln MKT model. Lincoln MKT units account for $4.9 million of the current backlog.

· EFP maintains a minimal backlog and does not calculate it as a matter of practice.

Gross profit and cost of ~~sales~~revenues. Gross profit ofincreased $5.8 million, or 29.51%, to $25.7 million in the ~~second~~third quarter of 2011 ~~increased $4.3 million~~, ~~or 17.1%,~~ compared to $2519.29 million in the ~~second~~third quarter of 2010. Gross margin as a percent of revenues in the ~~second~~third quarter of 2011 was 14.75% compared to 1514.57% in the ~~second~~third quarter of 2010. The ~~dollar~~ increase in gross profit is primarily attributable to the increase in revenues. Cost of ~~goods~~revenues ~~sold~~ as a percentage of revenues increased from 8485.53% in the ~~second~~third quarter of 2010 to 85.35% in the ~~second~~third quarter of 2011. Materials costs were 5355.64% of revenues compared to 5153.90% in the previous year, labor costs were 1012.73% of revenues compared to 1114.52% in the previous year, and overhead costs were 2117.08% of revenues incompared ~~both~~to ~~2011~~18.1% ~~and~~in ~~2010~~the previous year.

· Morgan generated gross profit and gross margin of $148.62 million and 1512.06%, respectively, in the ~~second~~third quarter of 2011, compared to $104.37 million and 1410.76%, respectively, in the ~~second~~third quarter of 2010. The increase in gross profit margin was attributable to improvements in labor efficiency and increased absorption of overhead on increased sales partially offset by increases in material costs ~~and inbound freight~~.

· TAG generated gross profit and gross margin of $65.07 million and 18.79%, respectively, in the ~~second~~third quarter of 2011, compared to $76.49 million and 2221.25%, respectively, in the ~~second~~third quarter of 2010. The decrease in gross profit margin was due to start-up costs associated with new product introductions, increased distribution costs and the loss of volume leverage on fixed overhead costs partially offset by product price increases.

· Morgan Olson generated gross profit and gross margin of $14.9 million and 812.39%, respectively, in the ~~second~~third quarter of 2011, compared to $2.06 million and 913.67%, respectively, in the ~~second~~third quarter of 2010. The decrease in gross margin was primarily attributable to ~~labor~~increased ~~inefficiencies,~~materials ~~supplier~~costs ~~constraints~~associated ~~related~~with toa ~~increasing~~higher ~~production~~material ~~from~~content, ~~eight~~lower-margin ~~trucks~~sales ~~per~~mix ~~day~~and loss of efficiency due to 30the ~~trucks~~high ~~per~~concentration ~~day,~~of ~~and~~sales ~~increased~~to ~~engineering~~be ~~and~~produced in ~~research~~a ~~and~~limited ~~development~~time ~~personnel headcount~~period.

~~· Specialty Manufacturing generated gross profit and gross margin of $7~~J.~~0 million and 14~~B.~~6%,~~ ~~respectively,~~POINDEXTER & ~~in the second quarter of 2011, compared to $5~~CO.~~5 million and 14.4%~~, ~~respectively, in the second quarter of 2010~~ INC. ~~This~~ ~~increase~~AND ~~was attributable to the following:~~SUBSIDIARIES

· ~~MIC~~ Specialty ~~Group~~Manufacturing generated gross profit and gross margin of $46.48 million and 1315.28%, respectively, in the ~~second~~third quarter of 2011, compared to $3.5.7 million and 1514.74%, respectively, in the ~~second~~third quarter of 2010. This ~~The decrease in gross margin represents losses incurred in fulfilling unprofitable or low margin contracts partially offset by an~~ increase inwas ~~labor~~attributable ~~efficiency,~~to ~~more~~the ~~profitable contracts, price increases and increased absorption of overhead costs on increased revenues.~~following:

· ~~SVG~~MIC Group generated gross profit and gross margin of $14.76 million and 1714.49%, respectively, in the ~~second~~third quarter of 2011, compared to $03.87 million and 813.69%, respectively, in the ~~second~~third quarter of 2010. The increase in gross margin was primarily ~~attributable~~due to ~~reduced~~price ~~overhead~~increases ~~associated~~and ~~with~~decreased ~~the~~material ~~closure~~costs ofpartially ~~the~~offset ~~Fort~~by ~~Smith,~~increases ~~Arkansas~~in ~~plant~~labor and overhead.

· ~~EFP~~SVG generated gross profit and gross margin of $01.94 million and 18.52%, respectively, in the ~~second~~third quarter of 2011, compared to $10.29 million and 1713.72%, respectively, in the ~~second~~third quarter of 2010. The increase in gross margin was ~~due~~primarily attributable to ~~improved~~overhead ~~product~~eliminated ~~mix~~due ~~resulting~~to ~~from~~ the ~~elimination~~closure of the ~~unprofitable~~Fort ~~recreational~~Smith, ~~vehicle~~Arkansas ~~and~~facility ~~construction~~in ~~product lines~~2010.

~~Selling~~· EFP ~~and~~generated ~~administrative~~gross ~~expenses. Consolidated~~profit ~~selling~~ and ~~administrative~~gross ~~expenses~~margin ~~decreased~~of $0.38 million, orand 218.2%, respectively, in the third quarter of 2011, compared to $141.1 million, 7and 18.01%, ~~of revenues~~respectively, ~~for~~in the third quarter ~~ended~~of ~~June 30,~~2010. ~~2011~~The ~~compared~~increase in gross margin was due to ~~$14.4 million,~~improved ~~8.9%~~product mix resulting from the elimination of ~~revenues,~~the ~~for~~unprofitable recreational vehicle and construction product lines partially offset by the ~~quarter~~loss ~~ended~~of ~~June 30,~~volume ~~2010~~leverage.

~~· Morgan~~Selling ~~incurred~~and administrative expenses. Consolidated selling and administrative expenses ofincreased $40.17 million, 4or 5.3%, to $14.5 million, 8.2% of revenues, infor the ~~second~~ quarter ofended September 30, 2011 compared to $313.9 8 million, 510.62% of revenues, infor the ~~second~~ quarter ofended September 30, 2010. ~~The $0.2 million increase was due primarily to the effect that Morgan’s 40% increase in sales had on variable selling expenses.~~

· ~~TAG~~Morgan ~~reduced~~incurred selling and administrative expenses toof $3.19 million, 9.6.0% of revenues, in the ~~second~~third quarter of 2011 compared to $3.47 million, 108.14% of revenues, in the ~~second~~third quarter of 2010. ~~This~~The ~~decrease~~increase was ~~the~~due ~~result~~primarily ofto bythe ~~reduced~~effect ~~management~~that ~~incentive~~Morgan’s ~~and~~46.3% ~~health~~increase ~~insurance~~in ~~expense~~sales ~~partially~~had ~~offset~~on byvariable ~~increases~~selling ~~in engineering personnel~~expenses.

· ~~Morgan~~TAG ~~Olson~~reduced ~~incurred~~ selling and administrative expenses ofto $12.49 million, 69.5% of revenues, in the ~~second~~third quarter of 2011 compared to $13.2 million, 510.81% of revenues, in the ~~second~~third quarter of 2010. This ~~increase~~decrease was ~~caused~~the ~~primarily~~result byof ~~higher~~a ~~management~~reduction ~~incentive expense~~ in ~~2011~~variable asselling ~~well~~expenses asand ~~the~~lower ~~recording~~workmen’s ofcompensation aand ~~bad~~health ~~debt~~insurance ~~recovery in the second quarter of 2010~~expense.

· ~~Specialty~~Morgan ~~Manufacturing~~Olson ~~decreased~~incurred selling and administrative expenses toof $41.05 million, 83.49% of revenues, in the ~~second~~third quarter of 2011 compared to $4.1.4 million, 107.82% of revenues, in the ~~second~~third quarter of 2010. This increase was caused primarily by higher professional service and marketing expenses.

· ~~MIC~~ Specialty ~~Group~~Manufacturing ~~incurred~~decreased selling and administrative expenses ofto $24.80 million, 89.42% of revenues, in the ~~second~~third quarter of 2011 compared to $23.64 million, 118.54% of revenues, in the ~~second~~third quarter of 2010. This increase was caused by increased headcount, increased bad debt expense and the depreciation of enterprise resource planning (“ERP”) software costs partially offset by reduced ERP implementation expenses, reduced consultant expenses and lower incentive compensation expense.

· ~~SVG~~MIC ~~reduced~~Group incurred selling and administrative expenses toof $02.68 million, 69.61% of revenues, in the ~~second~~third quarter of 2011 compared to $02.70 million, 87.65% of revenues, in the ~~second~~third quarter of 2010. This ~~decrease~~increase was ~~due~~attributable ~~primarily~~ to ~~the~~higher ~~closure~~information technology support costs, depreciation of ~~the~~enterprise ~~Forth~~resource ~~Smith,~~planning ~~Arkansas~~(“ERP”) ~~facility~~software costs and increased variable selling expenses.

· ~~EFP~~SVG incurred selling and administrative expenses of $0.6 million, 128.42% of revenues, in the ~~second~~third quarter of 2011 compared to $0.86 million, 118.36% of revenues, in the ~~second~~third quarter of 2010. ~~This decrease was due primarily to reduced variable selling expenses.~~

· EFP incurred selling and administrative expenses of $0.6 million, 12.2% of revenues, in the third quarter of 2011 compared to $0.8 million, 12.1% of revenues, in the third quarter of 2010. This decrease was due primarily to reduced variable selling expenses.

· Parent selling and administrative expenses increased to $2.3 million in the third quarter of 2011 compared to $2.1 million in the third quarter of 2010. The increase was the result of higher management incentive expense and amortization of previously capitalized software costs.

~~· Parent selling and administrative expenses decreased to $1~~J.~~5 million in the second quarter of 2011 compared to $1~~B.8 ~~million~~POINDEXTER & ~~in the second quarter of 2010~~CO. ~~The decrease was caused by reduced IT expenses associated with the 2010 ERP implementation~~, INC. ~~and~~AND ~~the transfer of purchasing executives from the parent to MIC Group, partially offset by management incentive expense and amortization of previously capitalized software costs.~~SUBSIDIARIES

Closed and excess facility costs. During the ~~second~~third quarter of 2010, SVG recognized $0.81 million of costs related to the consolidation and restructuring of its two funeral coach and limousine manufacturing operations into one facility in the current period.

Operating income. Due to the effect of the factors summarized above, consolidated operating income increased by $5.52 million, or 5485.52%, to $1511.63 million in the ~~second~~third quarter of 2011 compared to $106.1 million in the ~~second~~third quarter of 2010, and as a percentage of revenues, improved to 76.84% in 2011 compared to 64.25% in 2010.

· Morgan’s operating income increased by $43.3 million, or ~~67.2~~330%, to $104.63 million in the ~~second~~third quarter of 2011 compared to $61.30 million in the ~~second~~third quarter of 2010, and as a percentage of revenues, increased to 106.86% in 2011 from 92.12% in 2010. The increase in operating income and operating income as a percentage of revenues was primarily attributable to increased revenues, operational improvements including labor efficiencies, ~~improved material procurement and~~ expense controls in manufacturing overhead, and selling and administrative expenses partially offset by rising material costs.

· TAG’s operating income decreased by $10.17 million, or 2819.4%, to $2.9 million in the ~~second~~third quarter of 2011 compared to $43.16 million in the ~~second~~third quarter of 2010, and as a percentage of revenues, decreased to 9.15% in 2011 from 1211.23% in 2010. The decrease in operating income was due to lower revenues and reduced gross margin partially offset by reduced selling and administrative expenses.

· Morgan Olson’s operating income ~~decreased~~increased by $02.42 million, or ~~48.4~~183%, to $03.4 million in the ~~second~~third quarter of 2011 compared to $01.82 million in the ~~second~~third quarter of 2010, and as a percentage of revenues, ~~from~~increased 3to 9.80% in ~~2010~~2011 tofrom 16.85% in ~~2011~~2010. The ~~decrease~~increase in operating income and operating income as a percentage of revenues was primarily attributable to ~~reduced~~increased ~~gross~~revenues ~~margin~~ and ~~higher~~selling ~~general~~ and administrative ~~expenses~~expense controls.

· Specialty Manufacturing’s operating income increased by $20.34 million, or ~~340~~16.7%, to $32.08 million in the ~~second~~third quarter of 2011 compared to $02.74 million in the ~~second~~third quarter of 2010, and as a percentage of revenues, to 6.36% in 2011 from 15.89% in 2010.

· MIC Group’s operating income increased by $0.61 million, or ~~60.~~5.9%, to $1.68 million in the ~~second~~third quarter of 2011 compared to $1.07 million in the ~~second~~third quarter of 2010, and as a percentage of revenues, decreased to 45.8% in 2011 from 46.45% in 2010. The improvement in operating income was primarily due to increased revenues; improved pricing, labor efficiencies and procurement initiatives partially offset by losses incurred in ~~fulfilling~~completing unprofitable or low -margin contracts and higher ERP depreciation expense. The decline in operating income as a percent of revenues was primarily due to increased selling and administrative expenses.

· SVG’s operating income increased by $10.85 million, or 167%, to $10.18 million in the ~~second~~third quarter of 2011 compared to ~~an operating loss of~~ $0.73 million in the ~~second~~third quarter of 2010, and as a percentage of revenues, improved to 910.0% in 2011 from -83.79% in 2010. The increase in operating income and margin primarily reflects the impact of the closure of the Fort Smith, Arkansas ~~plant~~facility.

· EFP’s operating income decreased by $0.1 million, or ~~21.6~~25%, to $0.3 million in the ~~second~~third quarter of 2011 compared to $0.4 million in the ~~second~~third quarter of 2010 and as a percentage of revenues, improved ~~from~~to 6.42% in ~~2010~~2011 tofrom 76.10% in ~~2011~~2010. The decline in operating income was due to lower volume partially offset by improved product mix and a plant overhead expense reduction initiative in EFP’s Elkhart, Indiana facility.

Interest expense. Consolidated interest expense was $4.65 million (2.36% of net revenues) and $4.54 million (23.83% of net revenues) for the three months ended ~~June~~September 30, 2011 and 2010, respectively.

Income taxes. The effective income tax rate was 35.6% and 43.9% for the three months ended September 30, 2011 and 2010, respectively, and differed from the federal statutory rate primarily because of state income tax and federal permanent income tax differences for the three months ended September 30, 2011, and state income tax and foreign taxes for the three months ended September 30, 2010.

~~Income taxes~~J. ~~The effective income tax rate was 38~~B.5% ~~and~~POINDEXTER & 39CO.~~8% for the three months ended June 30~~, INC. ~~2011~~AND ~~and 2010, respectively, and differed from the federal statutory rate primarily because of state and foreign taxes.~~SUBSIDIARIES

Performance during the ~~Six~~Nine Months Ended ~~June~~September 30, 2011

Compared with the ~~Six~~Nine Months Ended ~~June~~September 30, 2010 (Unaudited)

Revenues. Consolidated revenues increased $59100.36 million, or 2023.14%, to $~~354~~530.69 million for the ~~six~~nine months ended ~~June~~September 30, 2011 compared to $~~295~~430.3 million for the ~~six~~nine months ended ~~June~~September 30, 2010. This increase represents higher sales volume of $5593.74 million (1821.97%) and price increases of $37.62 million (01.37%). Morgan, ~~and~~ MIC, ~~Group~~Morgan ~~experienced~~Olson ~~significant~~and SVG experienced volume increases due to cyclical demand improvements while ~~revenues~~SVG atalso ~~TAG,~~improved ~~SVG~~due ~~and~~to ~~EFP~~increased ~~remained~~market ~~relatively flat~~share. ~~Morgan~~ ~~Olson~~Revenues ~~experienced~~at aTAG ~~decline~~remained inrelatively flat. EFP revenues declined due to the ~~timing~~company’s ofdecision ~~fleet~~to ~~shipments~~exit inunprofitable ~~2011~~product ~~compared to 2010~~lines.

· Morgan’s revenues increased $4767.49 million, or 4142.58%, to $~~161~~226.75 million in the first ~~six~~nine months of 2011 compared to $~~114~~158.36 million in the first ~~six~~nine months of 2010. This increase resulted from higher unit sales volume of $4764.07 million (4140.18%) and price increases of $03.42 million (02.40%). The volume increase was attributable to anincreases ~~increase~~in ofsales $to ~~23.1~~commercial ~~million~~and inconsumer ~~sales~~rental to fleet customers toof $7722.56 million, ~~compared~~an toincrease ~~$54.4 million~~ in ~~the~~retail ~~prior~~sales ~~period~~of $40.5 ~~Volume~~million, ~~also~~an ~~grew~~increase in ~~retail~~parts ~~units~~and ~~with~~service a sales ~~increase~~ of $230.85 million, toand ~~$79.3~~higher ~~million~~delivery ~~compared~~income toof $551.51 million. The inprice ~~the~~increase ~~prior~~attributable ~~period~~to fleet products was $1.2 ~~Parts~~million, and ~~service~~to ~~sales~~retail ~~remained~~products ~~flat~~was at $42.50 million ~~year over year~~.

· TAG’s revenues ~~increased~~decreased $01.61 million, or 01.92%, to $6394.81 million in the first ~~six~~nine months of 2011 compared to $6395.2 million in the first ~~six~~nine months of 2010. This ~~increase~~decrease represents lower sales volume of $13.97 million (-3.19%) offset by price increases of $2.56 million (42.07%). The volume change was due to a decrease in shipment of consumer caps and tonneaus of $12.65 million and a decrease in window shipments of $01.86 million, partially offset by increases in vocational product shipments of ~~national~~$0.4 ~~fleet products~~million.

· Morgan Olson’s revenues ~~decreased~~increased $~~13.~~5.8 million, or 288.37%, to $3472.24 million in the first ~~six~~nine months of 2011 compared to $4766.76 million for the first ~~six~~nine months of 2010. This ~~decrease~~increase resulted from ~~lower~~higher unit sales volume of $135.6 million (288.5%) and price increases of $0.1 million (0.2%). The volume ~~decrease~~increase was ~~caused~~due byto ~~the~~increased ~~timing~~sales ofto fleet ~~customer~~customers ~~shipments~~of ~~in 2011 and two large retail fleet orders totaling~~ $~~14.~~8.5 million, ~~produced in early 2010. This timing difference is~~ partially ~~demonstrated~~offset by ~~the~~decreased ~~UPS~~sales ~~backlog~~to ~~increase~~retail customers of $192.8 million ~~to $33.7 million at June 30~~, ~~2011~~and ~~compared~~decreased topart ~~$17.9~~shipments ~~million at June 30, 2010. Sales of service parts~~ and ~~vehicle~~ delivery income ~~increased~~of to $80.31 million ~~in 2011 compared to $7~~.~~8 million in 2010.~~

· Specialty Manufacturing’s revenues increased $2428.70 million, or 3525.25%, to $94137.89 million in the first ~~six~~nine months of 2011 compared to $70109.19 million in the first ~~six~~nine months of 2010. The increase was caused primarily by higher unit sales volume at MIC.

· MIC Group’s revenues increased $2731.36 million, or 7148.59%, to $6596.52 million in the first ~~six~~nine months of 2011 compared to $3864.26 million in the first ~~six~~nine months of 2010. This increase ~~was~~resulted ~~entirely~~from higher unit sales volume ~~driven~~of $31.1 million (48.1%) and price increases of $0.5 million (0.8%). This volume increase was primarily the result of increased demand from oil and gas services customers for machined products and assembly services. The increase was primarily attributable to two customers, Schlumberger and Halliburton.

· Specialty Vehicle Group’s revenues increased $1.08 million, or 57.21%, to $1927.31 million in the first ~~six~~nine months of 2011 compared to $1825.3 million in the first ~~six~~nine months of 2010. The increase consisted of volume, price and mix improvements on funeral vehicles of $0.97 million, $0.57 million and $0.4 million, respectively. Unit volume increases in funeral vehicles were attributable to increased market share with two new customers that are the United States’ and Canada’s largest funeral services consolidators.

· EFP’s revenues decreased $3.5.4 million, or 2627.0%, to $1014.16 million in the first ~~six~~nine months of 2011 compared to $1320.60 million in the first ~~six~~nine months of 2010. This decrease was the result of lower unit sales volumes attributable to the Company’s decision to exit certain unprofitable product lines primarily within the recreational vehicle and construction market segments.

~~sales~~J.B. ~~volumes~~POINDEXTER & ~~attributable~~CO., INC. toAND ~~the Company’s decision to exit certain unprofitable product lines primarily within the RV and construction market segments.~~SUBSIDIARIES

Gross profit and cost of ~~sales~~revenues. Gross profit ofincreased $4812.19 million, or 21.2%, to $73.7 million in the first ~~six~~nine months of 2011 ~~increased $7.2 million, or 17.6%,~~ compared to $4060.98 million in the first ~~six~~nine months of 2010. Gross margin in the first ~~six~~nine months of 2011 was 13.69% compared to 1314.81% in the first ~~six~~nine months of 2010. The ~~dollar~~ increase in gross profit iswas attributable to the increase in revenues. The decrease in gross margin as a percent of revenues was due to ~~increases~~decreases at ~~Morgan,~~TAG ~~SVG~~ and ~~EFP~~Morgan Olson partially offset by ~~decreases~~increases at ~~TAG~~Morgan, ~~and~~MIC, ~~Morgan~~SVG ~~Olson.~~and EFP. Cost of ~~goods~~revenues ~~sold~~ as a percentage of revenues increased from 8685.29% in the first ~~six~~nine months of 2010 to 86.41% in the first ~~six~~nine months of 2011. Materials costs were 5356.12% of revenues compared to 5153.39% in the previous year, labor costs were 11.9% of revenues compared to 1213.2% in the previous year, and overhead costs were 2218.40% of revenues compared to 2218.28% in the previous year.

· Morgan achieved gross profit and gross margin of $2129.02 million and 1312.09%, respectively, in the first ~~six~~nine months of 2011, compared to $1418.29 million and 1211.49%, respectively, in the first ~~six~~nine months of 2010. The increase in gross profit margin is attributable to improvements in labor efficiency and increased absorption of overhead on increased sales partially offset by increases in material costs ~~and inbound freight~~.

· TAG generated gross profit and gross margin of $1117.42 million and 1718.92%, respectively, in the first ~~six~~nine months of 2011, compared to $1320.31 million and 21.01%, respectively, in the first ~~six~~nine months of 2010. The decrease in gross profit margin was due to expenses associated with a lean plant improvement project at TAG’s Midwest plant, start-up costs associated with new product introductions and increases in freight-out cost ~~increases~~ partially offset by price increases.

· Morgan Olson’s gross profit and gross margin were $27.54 million and 710.32%, respectively, in the first ~~six~~nine months of 2011, compared to $57.27 million and 1011.86%, respectively, in the first ~~six~~nine months of 2010. The decrease in gross margin iswas attributable to ~~reduced~~higher ~~absorption~~material ~~of overhead~~ costs ~~on lower revenue, headcount additions in R&D, lean manufacturing expenses~~ and ~~engineering,~~labor ~~and~~inefficiencies ~~startup~~related ~~costs~~to ~~associated~~a ~~with~~volume ~~the~~ ramp up ~~of volume~~ to process ~~the~~a sizable backlog ~~at June 30, 2011~~.

· Specialty Manufacturing generated gross profit and gross margin of $1320.20 million and 1314.95%, respectively, in the first ~~six~~nine months of 2011, compared to $814.31 million and 1112.98%, respectively, in the first ~~six~~nine months of 2010.

· MIC Group’s gross profit and gross margin were $812.49 million and 1213.74%, respectively, in the first ~~six~~nine months of 2011, compared to $48.95 million and 1213.72%, respectively, in the first ~~six~~nine months of 2010. ~~Despite~~The ~~the increase in gross profit, the~~ relatively flat gross margin resulted from anincreases ~~increase~~ in price, labor efficiency, ~~price increases~~ and ~~increased~~sales ~~absorption~~volume ofleverage ~~overhead costs~~ on ~~increased~~overhead ~~unit sales volume~~costs, offset primarily by losses incurred in ~~fulfilling~~completing unprofitable or low margin contracts, the majority of which were eliminated up to and during the third quarter of 2011.

· SVG had gross profit and gross margin of $34.04 million and 1516.63%, respectively, in the first ~~six~~nine months of 2011, compared to $12.1 million and 68.23%, respectively, in the first ~~six~~nine months of 2010. The increase in gross margin is primarily attributable to reduced overhead associated with the closure of the Fort Smith, Arkansas plant.

· EFP generated gross profit and gross margin of $12.86 million and 18.2%, respectively, in the first ~~six~~nine months of 2011, compared to $2.3.5 million and 17.14%, respectively, in the first ~~six~~nine months of 2010. The increase in gross margin was due to improved product mix resulting from the elimination of the unprofitable recreational vehicle and construction product lines.

Selling and administrative expenses. Consolidated selling and administrative expenses increased $01.86 million, or 23.97%, to $2943.27 million, 8.2% of revenues, for the ~~six~~nine months ended ~~June~~September 30, 2011 compared to $2842.41 million, 9.68% of revenues, for the ~~six~~nine months ended ~~June~~September 30, 2010.

· Morgan incurred selling and administrative expenses of $811.09 million, 45.93% of revenues, in the first ~~six~~nine months of 2011 compared to $710.29 million, 6.39% of revenues, in the ~~six~~nine months ended ~~June~~September 30, 2010. The increase was due primarily to higher variable selling expenses, increased costs of additional staffing, and higher IT and marketing expenses.

~~increase~~J.B. ~~was~~POINDEXTER & ~~due primarily to higher variable selling expenses~~CO., INC. ~~increased~~AND ~~costs of additional staffing, and higher IT and marketing expenses.~~SUBSIDIARIES

· TAG incurred selling and administrative expenses of $69.54 million, 10.20% of revenues, in the first ~~six~~nine months of 2011 compared to $610.80 million, 10.75% of revenues, in the ~~six~~nine months ended ~~June~~September 30, 2010. The decrease was due primarily to ~~reduced~~lower ~~incentive~~variable ~~expense~~selling expenses and ~~lower~~reduced insurance costs ~~partially offset by increases to engineering and quality personnel~~.

· Morgan Olson incurred selling and administrative expenses of $24.83 million, 85.19% of revenues, in the first ~~six~~nine months of 2011 compared to $24.70 million, 5.6.0% of revenues, in the ~~six~~nine months ended ~~June~~September 30, 2010. The increase was caused primarily by ~~lower~~higher ~~expenses~~variable inselling ~~2010~~expenses asand aincreased ~~result~~recruiting ~~of a bad debt recovery~~ and ~~higher~~ERP ~~management incentive~~ expenses ~~in 2011 compared to 2010~~.

· Specialty Manufacturing ~~reduced~~incurred selling and administrative expenses toof $711.98 million, 8.36% of revenues, in the first ~~six~~nine months of 2011 compared to $811.26 million, 1110.75% of revenues, in the ~~six~~nine months ended ~~June~~September 30, 2010.

· MIC Group incurred selling and administrative expenses of $58.20 million, 78.92% of revenues, in the first ~~six~~nine months of 2011 compared to $57.0 million, 1310.28% of revenues, in the ~~six~~nine months ended ~~June~~September 30, 2010. This increase was due primarily to higher variable selling expenses, increased headcount, ~~bad debt accruals~~ and depreciation of ERP software costs partially offset by reduced ERP implementation expenses, and reduced consultant ~~cost and lower incentive expenses~~costs.

· SVG reduced selling and administrative expenses to $1.39 million, 6.7.3% of revenues, in the first ~~six~~nine months of 2011 compared to $12.73 million, 98.09% of revenues, in the ~~six~~nine months ended ~~June~~September 30, 2010. This decrease was due primarily to the closure of the Fort Smith, Arkansas facility.

· EFP ~~incurred~~reduced selling and administrative expenses ofto $1.49 million, 1413.04% of revenues, in the first ~~six~~nine months of 2011 compared to $12.53 million, 11.46% of revenues, in the ~~six~~nine months ended ~~June~~September 30, 2010. The decrease in expense was due primarily to reduced variable selling expenses and reduced employee insurance costs partially offset by an increase in administrative salaries and a prior year reduction in the bad debt allowance which did not repeat in 2011.

· Parent administrative ~~expense~~expenses increased to $46.03 million in the ~~six~~nine months ended ~~June~~September 30, 2011 compared to $3.5.6 million in the first ~~six~~nine months of 2010. The increase was primarily due to increases in salaries for new personnel, management incentive expenses and amortization of previously capitalized ERP software costs.

Closed and excess facility costs. During the first ~~six~~nine months of 2010, Specialty Vehicle Group recognized $0.8 million of costs related to the consolidation and restructuring of its two funeral coach and limousine manufacturing operations into one facility.

Operating income. Due to the effect of the factors summarized above, consolidated operating income increased by $712.46 million in the first ~~six~~nine months of 2011 to $1930.36 million, compared to $1118.90 million in the first ~~six~~nine months of 2010, and as a percentage of revenues, ~~from~~increased to 5.48% in 2011 tofrom 4.02% in 2010.

· Morgan improved operating income ~~89%, or~~ $69.15 million, or 122%, to $1317.03 million in the first ~~six~~nine months of 2011 compared to $7.08 million in the first ~~six~~nine months of 2010, and as a percentage of revenues ~~from~~increased 8to 7.06% in 2011 tofrom 64.19% in 2010. The increase in operating income and operating income as a percentage of revenues was driven by increased revenues and their impact on relatively fixed manufacturing overhead and selling and administrative expenses, and improved labor efficiency partially offset by rising material costs.

· TAG’s operating income decreased by $12.63 million, or 2422.18%, to $47.98 million in the first ~~six~~nine months of 2011 compared to $610.51 million in the first ~~six~~nine months of 2010, and as a percentage of revenues decreased to 78.73% in 2011 from 10.26% in 2010. The decrease in operating income was the result of gross margin decreases partially offset by reductions in selling and administrative expenses.

· Morgan Olson’s operating income decreased by $0.6 million, or 16.2%, to $3.1 million in the first nine months of 2011, compared to $3.7 million in the first nine months of 2010, and as a percentage of revenues

~~· Morgan Olson’s operating income decreased by $2~~J.~~8 million, to an operating loss of $0~~B.3 ~~million~~POINDEXTER & ~~in the first six months of 2011, compared to operating income of $2~~CO.~~5 million in the first six months of 2010~~, ~~and as a percentage of revenues from 5~~ INC.3% inAND 2010 to (0.9)% in 2011. The decrease in operating income and operating income as a percentage of revenues is primarily attributable to decreased revenues in the first half of 2011 caused by the timing of fleet customer shipments in 2011 compared to 2010. In 2011, as demonstrated by higher backlog levels at June 30, 2011, fleet shipments are expected to be filled largely in the second and third quarters whereas in 2010 these shipments were filled in the first and second quarters.SUBSIDIARIES

~~· Specialty~~decreased ~~Manufacturing~~to ~~Division’s~~4.3% in 2011 from 5.6% in 2010. The decrease in operating income ~~increased~~and byoperating ~~$6.1~~income ~~million~~as a percentage of revenues is primarily attributable to ~~$5.4~~decreased ~~million~~revenues in the first ~~six~~half ~~months~~ of 2011 ~~compared~~caused toby anthe ~~operating~~timing ~~loss~~ of ~~$0.7~~fleet ~~million~~customer shipments in ~~the~~2011 ~~first~~compared ~~six~~to ~~months of~~ 2010. In 2011, ~~and~~ as ademonstrated ~~percentage~~by ofhigher ~~revenues,~~backlog ~~from~~levels ~~5.7%~~at inSeptember 30, 2011, fleet shipments are expected to ~~(0.9)%~~be filled largely in the second half of 2011 whereas in 2010 these shipments were filled in the first half of the year.

· ~~MIC~~ Specialty ~~Group~~Manufacturing Division’s operating income increased by $36.36 million to $38.23 million in the first ~~six~~nine months of 2011 compared to ~~an operating loss of~~ $0.1.7 million in the first ~~six~~nine months of 2010, and as a percentage of revenues, ~~from~~increased ~~(0.4)% in 2010~~ to 46.90% in 2011~~. The~~ ~~improvement~~from in1.6% ~~operating income was primarily due to increased revenues, improved pricing, labor efficiencies and procurement initiatives partially offset by losses incurred~~ in ~~fulfilling unprofitable or low margin contracts~~2010.

· ~~SVG~~MIC Group’s operating income increased by $3.04 million to $15.70 million in the first ~~six~~nine months of 2011 compared to ~~an operating loss of~~ $1.36 million in the first ~~six~~nine months of 2010, and as a percentage of revenues, ~~from~~increased (6to 5.9)1% in ~~2010~~2011 tofrom 82.84% in ~~2011~~2010. The ~~increase~~improvement in operating income was primarily due to increased revenues, improved pricing, labor efficiencies and ~~margin~~procurement ~~mainly~~initiatives ~~reflects~~partially ~~the~~offset ~~impact~~by oflosses ~~the~~incurred ~~closure~~in offulfilling ~~the~~unprofitable ~~Fort~~or ~~Smith,~~low-margin ~~Arkansas~~contracts ~~plant~~and increased ERP depreciation expense.

· ~~EFP~~SVG’s operating income ~~decreased~~increased by $03.25 million, to $02.5 million in the first ~~six~~nine months of 2011 compared to an operating loss of $01.70 million in the first ~~six~~nine months of 2010, and as a percentage of revenues ~~declined~~increased to 59.43% in 2011 ~~compared~~from ~~to 5~~(3.79)% in 2010. The ~~decline~~increase in operating income and ~~improvement~~margin inmainly ~~operating~~reflects ~~income~~the ~~percentage~~impact ~~was~~of ~~due~~the toclosure ~~reduced shipments~~ of ~~unprofitable products to~~ the ~~recreational~~Fort ~~vehicle and construction markets and a plant overhead reduction in EFP’s Elkhart~~Smith, ~~Indiana~~ Arkansas facility.

~~Interest~~· EFP’s ~~expense. Consolidated~~operating ~~interest~~income ~~expense~~decreased ~~was~~by $90.14 million (2to $0.5%8 ofmillion ~~net~~in ~~sales)~~the first nine months of 2011 compared to $81.9 2 million ~~(3.0%~~in the first nine months of ~~net~~2010, ~~sales)~~and ~~for~~as ~~the~~a ~~six~~percentage ~~months~~of ~~ended~~revenues ~~June 30,~~declined to 5.6% in 2011 ~~and~~compared to 5.8% in 2010,. The ~~respectively~~decline in operating income and operating income as a percentage of revenues was due primarily to the impact of fixed expenses on lower revenues.

~~Income~~Interest ~~taxes~~expense. ~~The~~Consolidated ~~effective~~interest ~~income~~expense ~~tax rate~~ was 39$13.5%7 ~~and~~million 41(2.6% ~~for~~of ~~the~~net ~~six~~sales) ~~months~~compared ~~ended~~to ~~June~~$13.3 ~~30,~~million ~~2011~~(3.0% ~~and~~of ~~2010,~~net ~~respectively,~~sales) ~~and~~for ~~differed from~~ the ~~federal~~nine ~~statutory~~months ~~rate~~ended ~~primarily~~September 30, ~~because~~2011 ~~of state~~ and ~~foreign~~2010, ~~taxes~~respectively.

Income taxes. The effective income tax rate was 37.9% and 42.4% for the nine months ended September 30, 2011 and 2010, respectively, and differed from the federal statutory rate primarily because of state and foreign taxes.

Liquidity and Capital Resources

Working capital at ~~June~~September 30, 2011 and December 31, 2010 was $~~123~~131.7 million and $112.9 million, respectively. Excluding cash and cash equivalents, working capital increased $1813.07 million. Average days sales outstanding in receivables at ~~June~~September 30, 2011 were 24.89 compared to 2627.36 at ~~June~~September 30, 2010 and inventory turnover was 6.7.3 at ~~June~~September 30, 2011 and 8.12 at ~~June~~September 30, 2010. The decrease in inventory turns is primarily attributable to a one -time chassis buildup at SVG of $1511.58 million and increased raw materials at Morgan secured to produce the increased backlog. The chassis build -up is expected to decline inthrough ~~the third quarter of~~ 2011 and end in the third quarter of 2012. We continue to take advantage of purchase discounts as appropriate and focus on managing working capital as a critical component of our cash flow.

Operating cash flows. Operating activities ~~used~~provided cash of $113.63 million in the ~~six~~ nine-month period ended ~~June~~September 30, 2011 compared to ~~cash generated of~~ $58.41 million in the ~~six~~nine-month period ended ~~June~~September 30, 2010. This change was primarily due to increases in ~~accounts~~net ~~receivable~~income ~~and~~as ~~inventory~~a inresult ~~the first six months~~ of ~~2011, partially offset by~~ higher ~~earnings and an increase in accounts payable~~revenues.

Investing cash flows. Net cash used in investing activities was $46.42 million for the ~~six~~nine months ended ~~June~~September 30, 2011 compared to $49.58 million for the ~~six~~nine months ended ~~June~~September 30, 2010. Investing activities for the first ~~six~~nine months were for capital expenditures which consisted of machinery and equipment purchases mainly at Morgan, Morgan Olson, TAG and MIC.

Financing cash flows. Net cash used by financing activities totaled $2.0 million in the nine-month period ended September 30, 2011 and $1.4 million for the nine month period ended September 30, 2010. This change was primarily

~~Financing cash flows~~J. ~~Net cash used by financing activities totaled $1~~B.0 ~~million in the six month period ended June~~POINDEXTER 30& CO., INC. ~~2011~~AND ~~and 2010.~~SUBSIDIARIES

~~Our~~due ~~revolving~~to ~~credit~~payments ~~facility~~of ~~has~~bond ~~been~~issuance ~~extended~~costs ~~through~~during ~~March 14,~~the ~~2012~~second and ~~will~~third ~~automatically~~quarters ~~terminate~~of on2011 ~~that~~associated ~~date. We anticipate entering into a new revolving credit facility on similar terms~~ with ~~a three to five year maturity during~~ the ~~second~~proposed ~~half~~issuance of ~~2011.~~a ~~Although~~$200 ~~there~~million ~~can~~bond beoffering ~~no assurance~~ that we will bereplace ~~able~~the toexisting do$200 somillion onbond ~~acceptable~~obligation ~~terms~~due orin ~~at all~~2014. ~~See “Risk Factors”.~~

AtOur ~~June 30,~~revolving ~~2011,~~credit ~~the~~facility ~~Consolidated~~has ~~Coverage~~been ~~Ratio,~~extended asthrough ~~defined in the Indenture relating to our 8.75% Notes~~March 14, ~~was 2~~2012.~~3 to 1, which was greater than the Indenture debt incurrence covenant of 2.0 to 1.~~ We ~~are~~anticipate ~~prohibited~~entering ~~from~~into ~~incurring~~a ~~additional~~new ~~indebtedness~~revolving ~~when~~credit ~~the~~facility ~~Consolidated~~on ~~Coverage~~similar ~~ratio~~terms iswith ~~below~~a ~~2.0~~three- to ~~1. The~~five-year ~~Indenture~~maturity ~~permits~~on ~~certain exceptions with respect to capitalized lease obligations and other arrangements that are incurred for the purpose of financing all~~ or ~~part~~before ofMarch 14, ~~the purchase price or cost of construction or improvements of property used in our business~~2012. See ~~Amounts~~“Risk ~~available to be drawn on our existing revolving credit agreement are not subject to this limitation~~Factors.”

~~Our~~At ~~revolving~~September 30, ~~credit~~2011, ~~facility~~the ~~provides~~Consolidated ~~for~~Coverage ~~available~~Ratio, ~~borrowings~~as ofdefined upin tothe ~~$50.0~~Indenture ~~million~~relating into ~~revolving~~our ~~loans~~8.75% ~~Available~~Notes, ~~borrowings~~was ~~are~~2.8 ~~subject~~ to a1, ~~borrowing~~which ~~base~~was ofgreater ~~eligible~~than ~~accounts~~the ~~receivable,~~Indenture ~~inventory,~~debt ~~machinery~~incurrence ~~and~~covenant ~~equipment,~~of ~~and~~2.0 ~~real~~to ~~estate~~1. ~~Borrowings~~We ~~under~~are ~~our~~prohibited ~~revolving~~from ~~credit~~incurring ~~facility~~additional ~~are~~indebtedness ~~secured~~when bythe ~~substantially~~Consolidated ~~all~~Coverage ofratio ~~our~~is ~~assets~~below ~~and~~2.0 ~~the~~to ~~assets~~1. The ofIndenture ~~our~~permits ~~subsidiaries.~~certain ~~Our~~exceptions ~~revolving~~with ~~credit~~respect ~~facility~~to ~~also~~capitalized ~~includes~~lease aobligations ~~sub-facility~~and ~~for~~other uparrangements tothat ~~$15.0~~are ~~million~~incurred for ~~letters~~the purpose of ~~credit.~~financing Asall ofor ~~June 30,~~part ~~2011,~~of wethe ~~had~~purchase noprice ~~borrowings~~or ~~under~~cost ~~the~~of ~~facility~~construction ~~and~~or ~~our~~improvements ~~borrowing~~of ~~base~~property ~~would~~used ~~have~~in ~~supported~~our ~~debt~~business. ~~borrowings~~Amounts ofavailable ~~$50.0~~to ~~million~~be ~~under~~drawn on our existing revolving credit ~~facility~~agreement are not subject to this limitation.

WeOur ~~believe~~revolving ~~that~~credit wefacility ~~will~~provides ~~have~~for ~~adequate~~available ~~resources~~borrowings toof ~~meet~~up ~~our~~to ~~working~~$50.0 ~~capital~~million ~~and~~in ~~capital~~revolving ~~expenditure~~loans. ~~requirements~~Available ~~consistent~~borrowings ~~with~~are ~~past~~subject ~~trends~~to ~~and~~a ~~practices~~borrowing ~~for~~base atof ~~least~~eligible ~~the~~accounts ~~next~~receivable, ~~12 months. Additionally~~inventory, wemachinery ~~believe~~and ~~that~~equipment, ~~our cash~~ and ~~borrowing~~real ~~availability~~estate. Borrowings under ~~the~~our revolving credit facility ~~will~~are ~~satisfy~~secured ~~our~~by ~~cash~~substantially ~~requirements~~all ~~for the remainder~~ of ~~2011, given~~ our ~~anticipated~~assets ~~capital expenditures, working capital requirements~~ and ~~known~~the ~~obligations.~~assets ~~Our~~of ~~ability to make payments on~~ our ~~debt, including the 8~~subsidiaries.~~75%~~ ~~Notes,~~Our ~~and~~revolving tocredit ~~fund~~facility ~~planned~~also ~~capital~~includes ~~expenditures~~a ~~will~~sub-facility ~~depend~~for onup ~~our ability~~ to ~~generate~~$15.0 ~~cash~~million infor ~~the~~letters ~~future~~of credit. ~~This~~As isof ~~subject~~September 30, to2011, ~~general~~we ~~economic~~had ~~conditions,~~no ~~other~~borrowings ~~factors~~under ~~influencing~~ the ~~industries~~facility ~~in which we operate~~ and ~~circumstances that are beyond~~ our ~~control.~~borrowing Webase ~~cannot~~would ~~be certain that we will generate sufficient cash flows, and if we do not, we may~~ have tosupported ~~engage~~debt inborrowings ~~other activities such as the sale~~ of ~~assets~~$49.9 tomillion ~~meet~~under our ~~cash~~revolving ~~requirements. See~~credit ~~“Risk Factors”~~facility.

We believe that we will have adequate resources to meet our working capital and capital expenditure requirements consistent with past trends and practices for at least the next 12 months. Additionally, we believe that our cash and borrowing availability under the revolving credit facility will satisfy our cash requirements for the remainder of 2011, given our anticipated capital expenditures, working capital requirements and known obligations. Our ability to make payments on our debt, including the 8.75% Notes, and to fund planned capital expenditures will depend on our ability to generate cash in the future. This is subject to general economic conditions, other factors influencing the industries in which we operate and circumstances that are beyond our control. We cannot be certain that we will generate sufficient cash flows, and if we do not, we may have to engage in other activities such as the sale of assets to meet our cash requirements. See “Risk Factors.”

Critical Accounting Policies

There have been no material changes in critical accounting policies during the ~~six~~Nine ~~months~~Months ~~ended~~Ended ~~June~~September 30, 2011.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to certain market risks, including interest rate risk and foreign currency risk. The adverse effects of potential changes in these market risks are discussed below. The sensitivity analysis presented does not consider the effects that such adverse changes may have on economic activity, nor do they consider additional actions management may take to mitigate the Company’s exposure to such changes. Actual results may differ. ~~See the Notes to the Consolidated Financial Statements for a description of the Company’s accounting policies and other information related to these financial instruments.~~

Interest Rates

As of ~~June~~September 30, 2011, the Company had $198.8 million of 8.75% Notes outstanding with an estimated fair value of approximately $~~202~~198.8 million based upon their traded value at ~~June~~September 30, 2011. Market risk, estimated as the potential ~~decrease~~increase in fair value resulting from a hypothetical 1.0% ~~increase~~decrease in interest rates, was approximately $65.25 million as of ~~June~~September 30, 2011.

J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES

Foreign Currency

Morgan has a manufacturing plant in Canada and the functional currency of the Canadian operations is the Canadian dollar. The Company does not currently employ risk management techniques to manage this potential exposure to foreign currency fluctuations.

Specialty Manufacturing Division has a precision machining plant in Malaysia and the functional currency is the United States dollar. Any translation gains and losses related to this foreign operation are included in Specialty Manufacturing’s income statement.

Item 4. Controls and Procedures

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a—15 of the Securities Exchange Act of 1934 (“Exchange Act”) promulgated thereunder, the Company’s chief executive officer and chief financial officer have evaluated the effectiveness of its disclosure controls and procedures as of the end of the period covered by this report (the “Evaluation Date”).

Based on such evaluation, the Company’s chief executive officer and chief financial officer have concluded, including the matter described below, that its disclosure controls and procedures were effective as of the Evaluation Date to ensure that information required to be disclosed in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods.

In June 2011, management determined that it was necessary to amend its 2010 Annual Report on Form 10-K as a result of an error detected in the determination of depreciation reported in its Consolidated Statement of Cash Flows. Management concluded that the error was the result of a material weakness in internal controls due to the lack of adequate oversight in the preparation of its financial statements and has taken steps to improve oversight in this area by hiring additional qualified accounting personnel during the second quarter of 2011. Management has determined that this internal control issue has been fully remediated.

~~Except~~During ~~as described in~~ the ~~preceding paragraph, during the~~ three months ended ~~June~~September 30, 2011, we made no change in our internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is involved in certain claims and lawsuits arising in the normal course of business. In the opinion of management, the ultimate resolution of these matters will not have a material adverse effect on the financial position or results of operations of the Company.

Item 1A. Risk Factors

There have been no material changes to the factors disclosed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2010.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES

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

[Removed and Reserved]

Item 5. Other Information

None.

Item 6. Exhibits

Rider 23A

Exhibit Number		Description
3.1 (1)		Second Restated Certificate of Incorporation of J.B. Poindexter & Co., Inc. dated January 21, 1994.
3.2 (2)		Certificate of First Amendment to the Second Restated Certificate of Incorporation of J.B. Poindexter & Co., Inc. dated December 29, 1994.
3.3 (2)		Amended and Restated Bylaws of J.B. Poindexter & Co., Inc. dated July 29, 1994.
4.1 (4)		Indenture dated as of March 15, 2004, with respect to J.B. Poindexter & Co., Inc.’s 8.75% Senior Notes due 2014, among J.B. Poindexter & Co., Inc., the subsidiary guarantors named therein and Wilmington Trust Company, as trustee.
4.2 (5)		Form of 8.75% Senior Notes due 2014.
4.3 (5)		Form of Senior Note Guarantee of 8.75% Senior Notes due 2014.
4.4 (5)		First Supplemental Indenture dated December 14, 2004, to the Indenture dated as of March 15, 2004, with respect to J.B. Poindexter & Co., Inc.’s 8.75% Senior Notes due 2014, among J.B. Poindexter & Co., Inc., the subsidiary guarantors named therein and Wilmington Trust Company, as trustee.
4.5 (4)		Registration Rights Agreement dated March 15, 2004, among J.B. Poindexter & Co., Inc., certain guarantors listed therein, J.P. Morgan Securities Inc. and certain initial purchasers listed therein.
4.6 (5)		Registration Rights Agreement dated May 17, 2004, among J.B. Poindexter & Co., Inc., certain guarantors listed therein and J.P. Morgan Securities Inc.
4.7 (5)		Registration Rights Agreement dated January 27, 2005, among J.B. Poindexter & Co., Inc., certain guarantors listed therein and J.P. Morgan Securities Inc.
4.8 (7)		Second Supplemental Indenture dated June 10, 2005, to the Indenture dated as of March 15, 2004, with respect to J.B. Poindexter & Co., Inc.’s 8.75% Senior Notes due 2014, among J.B. Poindexter & Co., Inc., the subsidiary guarantors named therein and Wilmington Trust Company, as trustee.
4.9 (8)		Third Supplemental Indenture dated January 9, 2006, to the Indenture dated as of March 15, ~~2004, with respect to J.B. Poindexter & Co., Inc.’s 8.75% Senior Notes due 2014, among~~

		J.B. Poindexter & Co., Inc., the subsidiary guarantors named therein and Wilmington Trust Company, as trustee.
4.10 (8)		Fourth Supplemental Indenture dated April 17, 2006, to the Indenture dated as of March 15, 2004, with respect to J.B. Poindexter & Co., Inc.’s 8.75% Senior Notes due 2014, among J.B. Poindexter & Co., Inc., the subsidiary guarantors named therein and Wilmington Trust Company, as trustee.
4.11 (9)		Fifth Supplemental Indenture dated September 30, 2006, to the Indenture dated as of March 15, 2004, with respect to J.B. Poindexter & Co., Inc.’s 8.75% Senior Notes due 2014, among J.B. Poindexter & Co., Inc., the subsidiary guarantors named therein and Wilmington Trust Company, as trustee.
4.12 (10)		Sixth Supplemental Indenture dated September 4, 2007, to the Indenture dated as of March 15, 2004, with respect to J.B. Poindexter & Co., Inc.’s 8.75% Senior Notes due 2014, among J.B. Poindexter & Co., Inc., the subsidiary guarantors named therein and Wilmington Trust Company, as trustee.
4.13 (11)		Seventh Supplemental Indenture dated December 31, 2008, to the Indenture dated as of March 15, 2004, with respect to J.B. Poindexter & Co., Inc.’s 8.75% Senior Notes due 2014, among J.B. Poindexter & Co., Inc., the subsidiary guarantors named therein and Wilmington Trust Company, as trustee.
10.1 (4)		Loan and Security Agreement dated March 15, 2004, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.
10.2 (4)		First Amendment to Loan and Security Agreement dated May 13, 2004, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.
10.3 (5)		Limited Consent and Second Amendment to Loan and Security Agreement dated November 3, 2004, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.
10.4 (5)		Third Amendment to Loan and Security Agreement dated January 20, 2005, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.
10.5 (4)		Sales Agreement dated October 1, 2004 between E. I. du Pont de Nemours and Company and Morgan Trailer Mfg. Co.
10.6 (4)		Sales Agreement dated October 1, 2004 between E. I. du Pont de Nemours and Company and Truck Accessories Group, Inc.
10.7 (1)		Form of Incentive Plan for certain employees of the subsidiaries of J.B. Poindexter & Co., Inc.
10.8 (12)		Form of Long Term Performance Plan
10.9 (5)		Management Services Agreement dated as of May 23, 1994, between J.B. Poindexter & Co.,

J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES

		2004, with respect to J.B. Poindexter & Co., Inc.’s 8.75% Senior Notes due 2014, among J.B. Poindexter & Co., Inc., the subsidiary guarantors named therein and Wilmington Trust Company, as trustee.

4.10 (8)		Fourth Supplemental Indenture dated April 17, 2006, to the Indenture dated as of March 15, 2004, with respect to J.B. Poindexter & Co., Inc.’s 8.75% Senior Notes due 2014, among J.B. Poindexter & Co., Inc., the subsidiary guarantors named therein and Wilmington Trust Company, as trustee.

4.11 (9)		Fifth Supplemental Indenture dated September 30, 2006, to the Indenture dated as of March 15, 2004, with respect to J.B. Poindexter & Co., Inc.’s 8.75% Senior Notes due 2014, among J.B. Poindexter & Co., Inc., the subsidiary guarantors named therein and Wilmington Trust Company, as trustee.

4.12 (10)		Sixth Supplemental Indenture dated September 4, 2007, to the Indenture dated as of March 15, 2004, with respect to J.B. Poindexter & Co., Inc.’s 8.75% Senior Notes due 2014, among J.B. Poindexter & Co., Inc., the subsidiary guarantors named therein and Wilmington Trust Company, as trustee.

4.13 (11)		Seventh Supplemental Indenture dated December 31, 2008, to the Indenture dated as of March 15, 2004, with respect to J.B. Poindexter & Co., Inc.’s 8.75% Senior Notes due 2014, among J.B. Poindexter & Co., Inc., the subsidiary guarantors named therein and Wilmington Trust Company, as trustee.

10.1 (4)		Loan and Security Agreement dated March 15, 2004, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.

10.2 (4)		First Amendment to Loan and Security Agreement dated May 13, 2004, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.

10.3 (5)		Limited Consent and Second Amendment to Loan and Security Agreement dated November 3, 2004, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.

10.4 (5)		Third Amendment to Loan and Security Agreement dated January 20, 2005, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.

10.5 (4)		Sales Agreement dated October 1, 2004 between E. I. du Pont de Nemours and Company and Morgan Trailer Mfg. Co.

10.6 (4)		Sales Agreement dated October 1, 2004 between E. I. du Pont de Nemours and Company and Truck Accessories Group, Inc.

10.7 (1)		Form of Incentive Plan for certain employees of the subsidiaries of J.B. Poindexter & Co., Inc.

10.8 (12)		Form of Long Term Performance Plan

10.9 (5)		Management Services Agreement dated as of May 23, 1994, between J.B. Poindexter & Co.,

		Inc. and Southwestern Holdings, Inc.
10.10 (3)		Management Services Agreement effective as of December 19, 2003, between J.B. Poindexter & Co., Inc., Morgan Trailer Mfg. Co., and Morgan Olson.
10.11 (6)		Fourth Amendment to Loan and Security Agreement dated April 25, 2005, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.
10.12 (9)		Limited Consent, Joinder and Fourth Omnibus Amendment dated October 10, 2006, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.
10.13 (10)		Limited Consent, Joinder and Fifth Omnibus Amendment dated April 30, 2007, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.
10.14 (10)		Limited Consent, Joinder and Sixth Omnibus Amendment dated August 22, 2007, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.
10.15 (10)		Limited Consent, Joinder and Seventh Omnibus Amendment dated September 4, 2007, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.
10.16 (11)		Limited Consent, Joinder and Eight Omnibus Amendment dated October 7, 2008, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and Bank of America, a national banking association, for itself, as a lender, and as the agent for the lenders.
10.17 (12)		Limited Consent, Joinder and Ninth Omnibus Amendment dated January 14, 2010, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and Bank of America, a national banking association, for itself, as a lender, and as the agent for the lenders.
31.1*		Rule 13(a)-14(a)/15d-14(a) Certificate of the Chief Executive Officer
31.2*		Rule 13(a)-14(a)/15d-14(a) Certificate of the Chief Financial Officer
32.1*		Section 1350 Certificate of the Chief Executive Officer
32.2*		Section 1350 Certificate of the Chief Financial Officer

J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES

* Filed herewith.

		Inc. and Southwestern Holdings, Inc.

10.10 (3)		Management Services Agreement effective as of December 19, 2003, between J.B. Poindexter & Co., Inc., Morgan Trailer Mfg. Co., and Morgan Olson.

10.11 (6)		Fourth Amendment to Loan and Security Agreement dated April 25, 2005, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.

10.12 (9)		Limited Consent, Joinder and Fourth Omnibus Amendment dated October 10, 2006, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.

10.13 (10)		10.1 Limited Consent, Joinder and Fifth Omnibus Amendment dated April 30, 2007, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.

10.14 (10)		Limited Consent, Joinder and Sixth Omnibus Amendment dated August 22, 2007, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.

10.15 (10)		Limited Consent, Joinder and Seventh Omnibus Amendment dated September 4, 2007, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.

10.16 (11)		Limited Consent, Joinder and Eighth Omnibus Amendment dated October 7, 2008, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and Bank of America, a national banking association, for itself, as a lender, and as the agent for the lenders.

10.17 (12)		Limited Consent, Joinder and Ninth Omnibus Amendment dated January 14, 2010, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and Bank of America, a national banking association, for itself, as a lender, and as the agent for the lenders.

10.18*		Tenth Amendment to Loan and Security Agreement dated December 13, 2010, among J.B. Poindexter & Co, Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and Bank of America, N.A., a national banking association, for itself, and as the agent for the lenders.

10.19*		Consent and Eleventh Amendment to Loan and Security Agreement dated July 13, 2011, among J.B. Poindexter & Co, Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and Bank of America, N.A., a national banking association, for itself, and as the agent for the lenders.

31.1*		Rule 13(a)-14(a)/15d-14(a) Certificate of the Chief Executive Officer

31.2*		Rule 13(a)-14(a)/15d-14(a) Certificate of the Chief Financial Officer

32.1*		Section 1350 Certificate of the Chief Executive Officer

J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES

32.2*		Section 1350 Certificate of the Chief Financial Officer

101.INS**		XBRL Instance Document

101.SCH**		XBRL Schema Document

101.CAL**		XBRL Calculation Linkbase Document

101.DEF**		XBRL Definition Linkbase Document

101.LAB**		XBRL Labels Linkbase Document

101.PRE**		XBRL Presentation Linkbase Document

*		Filed herewith.
**		Furnished herewith.

(1)		Incorporated by reference to J.B. Poindexter & Co., Inc.’s Registration Statement on Form S-1 (No. 33-75154) as filed with the SEC on February 10, 1994.
(2)		Incorporated by reference to J.B. Poindexter & Co., Inc.’s Annual Report on Form 10-K for the year ended December 31, 1994, as filed with the SEC on March 31, 1995.
(3)		Incorporated by reference to J.B. Poindexter & Co., Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, as filed with the SEC on November 14, 2003.
(4)		Incorporated by reference to J.B. Poindexter & Co., Inc.’s Registration Statement on Form S-4 (No. 333-123598) as filed with the SEC on March 25, 2005.
(5)		Incorporated by reference to J.B. Poindexter & Co., Inc.’s Registration Statement as amended on Form S-4A (No. 333-123598) as filed with the SEC on April 7, 2005.
(6)		Incorporated by reference to J.B. Poindexter & Co., Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, as filed with the SEC on November 14, 2005.
(7)		Incorporated by reference to J.B. Poindexter & Co., Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005, as filed with the SEC on March 31, 2006.
(8)		Incorporated by reference to J.B. Poindexter & Co., Inc.’s Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2006, as filed with the SEC on September 5, 2007.
(9)		Incorporated by reference to J.B. Poindexter & Co., Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the SEC on April 2, 2007.
(10)		Incorporated by reference to J.B. Poindexter & Co., Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, as filed with the SEC on November 20, 2007.
(11)		Incorporated by reference to J.B. Poindexter & Co., Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC on March 31, 2009.
(12)		Incorporated by reference to J.B. Poindexter & Co., Inc.’s Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the SEC on April 13, 2011.

SIGNATURES

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

	J.B. POINDEXTER & CO., INC.	~~J.B. POINDEXTER & CO., INC.~~
	(Registrant)	~~(Registrant)~~
Date: July 18, 2011		By:	/s/Michael O’Connor
Date: October 31, 2011	By:	/s/Michael O’Connor
	Michael O’Connor, Chief Financial Officer	~~Michael O’Connor, Chief Financial Officer~~

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