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 ~~March~~June 3130, 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

(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 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 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 ~~May~~July 1215, 2011.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	March 31, 2011			December 31, 2010
	June 30, 2011			December 31, 2010
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	3951,~~994~~377		$	58,382
Accounts receivable, net	5154,~~072~~614			36,023
Inventories, net	7679,~~799~~470			61,578
Deferred income taxes	463			463
Income tax receivable	106,~~409~~599			9,287
Prepaid expenses and other	21,~~468~~804			2,891
Total current assets	~~181~~194,~~205~~327			168,624
Property, plant and equipment, net	5552,~~397~~879			56,436
Goodwill	35,000			35,000
Intangible assets, net	13,~~984~~582			14,299
Other assets	12,~~037~~275			12,365
Total assets	$	~~297~~308,~~623~~063		$	286,724
Liabilities and stockholder’s equity
Current liabilities
Current portion of long-term debt	$	2,~~182~~260		$	2,260
Accounts payable	4140,~~206~~175			26,966
Accrued compensation and benefits	109,~~488~~910			9,647
Other accrued liabilities	1218,~~620~~280			16,805
Total current liabilities	6670,~~496~~625			55,678
Noncurrent liabilities
Long-term debt, less current portion	200,~~681~~036			201,233
Deferred income taxes	45,~~549~~483			3,614
Employee benefit obligations and other	8,~~702~~086			8,554
Total noncurrent liabilities	213,~~932~~605			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	~~642~~537			529
Accumulated deficit	(2,933		)	(2,370		)
Retained earnings (accumulated deficit)	3,810			(2,370		)
Total stockholder’s equity	1723,~~195~~833			17,645
Total liabilities and stockholder’s equity	$	~~297~~308,~~623~~063		$	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 ~~OPERATIONS~~INCOME AND ~~ACCUMULATED~~RETAINED ~~DEFICIT~~EARNINGS ~~(Unaudited)~~

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

	Three Months Ended
	For the Three Months Ended						For the Six Months Ended
	March 31,
	June 30,						June 30,
	2011			2010			2011			2010
Revenues	$	154,617		$	133,344
Net sales	$	199,959		$	161,985		$	354,576		$	295,329
Cost of sales	~~135~~170,~~976~~507			~~117~~136,~~604~~824			306,483			254,428
Gross profit	1829,~~641~~452			1525,~~740~~161			48,093			40,901
Selling and administrative expenses	15,091			13,947
Selling, general and administrative expenses	14,093			14,409			29,184			28,356
Other income	(172		)	(16		)
Closed and excess facility costs	—			782			—			782
Operating income	3,722			1,809
Other income	(219		)	(114		)	(391		)	(130		)
Interest expense	4,488			4,417
Operating income	15,578			10,084			19,300			11,893
Interest income	(16		)	(11		)
Interest expense	4,626			4,497			9,114			8,914
Loss before income taxes	(750		)	(2,597		)
Interest income	(8		)	(16		)	(24		)	(27		)
Income tax benefit	(187		)	(982		)
Income before income taxes	10,960			5,603			10,210			3,006
Net loss	(563		)	(1,615		)
Income tax provision	4,217			2,231			4,030			1,249
Accumulated deficit at beginning of period	(2,370		)	(340		)
Net income	6,743			3,372			6,180			1,757
Accumulated deficit at end of period	$	(2,933	)	$	(1,955	)
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

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)

	Three Months
	For the Six Months Ended
	Ended March 31,
	June 30,
	2011			2010
Cash flows from operating activities:
Net loss	$	(563	)	$	(1,615	)
Net income	$	6,180		$	1,757
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization	48,~~138~~451			48,~~090~~118
Amortization of debt issuance costs	~~140~~280			~~140~~280
Provision for excess and obsolete inventory	~~604~~1,066			75140
Provision for doubtful accounts receivable	60203			~~(15~~36		)
Deferred income tax provision	~~935~~1,869			(25158		)
Other	784			~~(13~~367		)
Change in assets and liabilities:
Accounts receivable	(1518,~~109~~794		)	(11,~~513~~817		)
Inventories	(1518,~~825~~958		)	(13,~~658~~166		)
Income tax receivable	(1,122		)	(1,249		)
Prepaid expenses and other	1,078			(1,428		)
Prepaid expenses and other	423			(858		)
Income tax receivable	2,688			862
Accounts payable	1413,~~240~~208			46,~~447~~565
Accrued interest	(4,317		)	(4,375		)
Accrued income taxes	68			970
Other accrued liabilities	~~1,092~~964			2,~~697~~824
Net cash used in operating activities	(15,297		)	(9,872		)
Net cash (used for) provided by operating activities	(1,613		)	5,350
Cash flows from investing activities:
Purchase of property, plant and equipment	(2,685		)	(2,543		)
Proceeds from sale of property, plant and equipment	173			34
Other	111			144
Purchase of property, plant and equipment	(4,320		)	(4,882		)
Net cash used in investing activities	(2,574		)	(2,399		)
Other	(294		)	326
Net cash used in investing activities	(4,441		)	(4,522		)
Cash flows from financing activities:
Payments of long-term debt and capital leases	(~~630~~959		)	(~~494~~989		)
Net cash used in financing activities	(~~630~~959		)	(~~494~~989		)
Translation impacts	113			35
Effect of exchange rate on cash	8			5
Change in cash and cash equivalents	(187,~~388~~005		)	(~~12,730~~156		)
Cash and cash equivalents at beginning of period	58,382			54,176
Cash and cash equivalents at end of period	$	3951,~~994~~377		$	4154,~~446~~020

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

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(1) Organization and Business

J.B. Poindexter & Co., Inc. (the “Company”) isoperates amanufacturing ~~diversified~~businesses ~~industrial~~principally ~~company~~in ~~which~~North ~~operates~~America. The ~~through~~businesses ~~four~~design, ~~segments~~manufacture and ~~six~~market ~~business~~commercial ~~units~~truck ~~organized~~bodies, ~~around~~step ~~different~~vans, ~~manufacturing~~pickup ~~processes~~truck caps and ~~customer~~tonneaus, ~~segments. Primary~~funeral ~~markets~~coaches ~~served~~and ~~are commercial transportation~~limousines, specialty oil and gas ~~machinery~~industry ~~suppliers~~equipment, ~~consumer products~~ and ~~equipment~~expanded ~~suppliers.~~foam packaging. The Company ~~principally~~ operates inunder ~~North~~a ~~America~~semi-decentralized ~~and~~business ismodel ~~owned~~with four operating segments and ~~controlled~~six business units overseen by ~~John~~a ~~Poindexter~~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 ~~period~~and six-month periods ended ~~March~~June 3130, 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):

	Three months ended March 31,
	For the three months ended June 30,						For the six months ended June 30,
	2011			2010			2011			2010
Revenues
Net Sales:
Morgan	$	6497,~~156~~595		$	4469,~~633~~690		$	161,734		$	114,300
Morgan Olson	12,001			26,811
Truck Accessories	32,014			33,300			63,821			63,241
Truck Accessories	32,023			30,440
Morgan Olson	22,309			20,910			34,247			47,713
Specialty Manufacturing	4648,~~734~~041			3138,~~990~~085			94,774			70,075
Eliminations	(297		)	(530		)
Net Sales	$	199,959		$	161,985		$	354,576		$	295,329
Revenues	$	154,617		$	133,344
Operating Income (Loss):
Operating Income (Loss)
Morgan	$	10,559		$	6,315		$	13,011		$	6,877
Morgan	$	2,452		$	628
Truck Accessories	2,903			4,052			4,895			6,459
Morgan Olson	~~(707~~409		)	~~1,721~~792			(298		)	2,513
Truck Accessories	1,992			2,407
Specialty Manufacturing	3,016			684			5,437			(633		)
Specialty Manufacturing	2,421			(1,318		)
Parent	(1,309		)	(1,759		)	(3,745		)	(3,323		)
Parent	(2,436		)	(1,629		)
Operating Income	$	15,578		$	10,084		$	19,300		$	11,893
Operating Income	$	3,722		$	1,809

	March 31, 2011		December 31, 2010
Total Assets as of:
Morgan	$	59,513	$	38,574
Morgan Olson	12,851		9,430
Truck Accessories	59,763		56,553
Specialty Manufacturing	119,915		118,242
Parent	45,581		63,925
Total Assets	$	297,623	$	286,724

~~Morgan has two primary customers, Penske Truck Leasing Company and Ryder System Inc~~J.,B. ~~which together accounted for approximately 64% and 59% of Morgan’s revenues during each of the three months ended March~~POINDEXTER ~~31,~~& ~~2011 and 2010, respectively~~CO. ~~Accounts receivable from these customers totaled $11~~,~~334 and $2,323 at March~~ ~~31,~~INC. ~~2011~~AND ~~and December 31, 2010, respectively.~~SUBSIDIARIES

~~Specialty~~NOTES ~~Manufacturing~~TO ~~has~~THE ~~two~~CONSOLIDATED ~~primary~~FINANCIAL customers in the international oilfield service industry, Schlumberger Limited and Halliburton Company, that accounted for approximately 55% and 31% of Specialty Manufacturing’s revenues during each of the three months ended March 31, 2011 and 2010, respectively. Accounts receivable from these customers totaled $8,987 and $8,272 at March 31, 2011 and December 31, 2010, respectively.STATEMENTS

~~The~~(Dollars ~~Company,~~in on a consolidated basis, had three customers that accounted for approximately 37% and 26% of total revenues for the three-months ended March 31, 2011 and 2010, respectively. Accounts receivable from these customers totaled $17,042 and $6,790 at March 31, 2011 and December 31, 2010, respectively. These were customers of Morgan and Specialty Manufacturing. Morgan had two customers, Penske and Ryder, which individually accounted for more than 10% of the Company’s revenues for the three-months ended March 31, 2011 and 2010. Penske accounted for approximately 11% and 10% of the Company’s total revenues for the three-months ending March 31, 2011 and 2010, respectively. Accounts receivable for Penske was $4,973 and $1,036 at March 31, 2011 and December 31, 2010, respectively. Ryder accounted for approximately 15% and 10% of the Company’s total revenues for the three-months ended March 31, 2011 and 2010, respectively. Accounts receivable for Ryder was $6,361 and $1,287 at March 31, 2011and December 31, 2010, respectively. Specialty Manufacturing had one customer, Halliburton, which individually accounted for more than 10% of the Company’s revenues for the three-months ended March 31, 2011. Halliburton accounted for approximately 11% and 6% of the Company’s total revenues for the three-months ending March 31, 2011 and 2010, respectively. Accounts receivable for Halliburton was $5,708 and $4,467 at March 31, 2011 and December 31, 2010, respectively.thousands)

(4) Comprehensive Loss

	June 30, 2011		December 31, 2010
Total Assets as of:
Morgan	$	52,727	$	38,574
Truck Accessories	58,861		56,553
Morgan Olson	17,954		9,430
Specialty Manufacturing	129,981		118,242
Parent	48,540		63,925
	$	308,063	$	286,724

~~The~~Morgan ~~components~~has two customers (truck leasing and rental companies) that together accounted for approximately 61% and 64% of ~~comprehensive~~Morgan’s ~~loss~~net ~~were~~sales asduring ~~follows~~each of the six months ended June 30, 2011 and 2010, respectively. Accounts receivable from these customers totaled $7,721 and $7,235 at June 30, 2011 and December 31, 2010, respectively. Morgan Olson has one customer (~~dollars~~a indelivery ~~thousands~~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, 2011 and 2010, respectively. Accounts receivable from these customers totaled $8,987 and $8,272 at June 30, 2011 and December 31, 2010, respectively.

	Three months ended March 31,
	2011			2010
Net loss	$	(563	)	$	(1,615	)
Foreign currency translation income	113			246
Comprehensive loss	$	(450	)	$	(1,369	)

(4) Comprehensive Income.

The components of comprehensive income (5loss) ~~Inventories~~ were as follows:

Consolidated inventories, net, consisted of the following (dollars in thousands):

	For the three months ended June 30,						For the six months ended June 30,
	2011			2010			2011		2010
Net income	$	6,742		$	3,372		$	6,180	$	1,757
Foreign currency translation gain (loss)	(105		)	(355		)	8		(109		)
Comprehensive income	$	6,637		$	3,017		$	6,188	$	1,648

	March 31, 2011		December 31, 2010
Raw materials	$	37,716	$	27,246
Work in process	23,070		19,978
Finished goods	16,013		14,354
Total inventories	$	76,799	$	61,578

(5) Inventories.

~~(6) Long-Term~~Consolidated ~~Debt~~inventories, ~~and~~net, ~~Fair~~consisted ~~Value~~ of ~~Financial~~the ~~Instruments~~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

~~million of 8~~J.~~75% Notes, long-term debt outstanding, with estimated fair values of approximately $198~~B.3 ~~million~~POINDEXTER & ~~and $199~~CO.~~3 million~~, ~~based upon its traded values at March~~ ~~31, 2011 and December 31, 2010, respectively~~INC. ~~The~~ ~~estimated~~AND fair values are measured using Level 1 inputs which are described as quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Other financial instruments consist of cash and cash equivalents, receivables and debt. Fair values of cash and cash equivalents and receivables approximate carrying values for these financial instruments since they are relatively short-term in nature. The carrying amount of debt, except for the Company’s 8.75% Notes, approximates the fair value due either to length of maturity or existence of variable interest rates that approximate prevailing market rates.SUBSIDIARIES

InNOTES ~~late~~TO ~~April of~~THE ~~2011,~~CONSOLIDATED ~~the~~FINANCIAL ~~Company engaged legal counsel and investment advisors and initiated activities in anticipation of refinancing and extending the maturity of the $198.8 million of 8.75% Notes due in March of 2014.~~STATEMENTS

(~~7) Supplemental~~Dollars ~~Cash~~in ~~Flow Information~~thousands)

~~The~~measured ~~supplemental~~using ~~cash~~quoted ~~flow~~prices ~~information~~(unadjusted) for ~~the~~identical ~~three~~assets ~~months~~or ~~ended~~liabilities ~~March 31,~~in ~~2011~~active ~~and~~markets ~~2010~~that ~~was~~the entity has the ability to access as ~~follows~~of ~~(dollars~~the inmeasurement ~~thousands):~~date.

	2011		2010
Cash paid for interest	$	8,810	$	8,824
Cash paid for income taxes	26		267

(7) Supplemental Cash Flow Information.

~~(8)~~The supplemental cash flow information for the six months ended June ~~Income~~30, ~~Taxes~~2011 and 2010 was as follows:

The income tax provision for the periods ended March 31, 2011 and 2010 was recorded based on the Company’s estimated annual effective tax rate.

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

The Company reports a liability for tax positions taken that will more likely than not result in additional tax payments in the event of examination by the federal, state or foreign taxing jurisdictions in which the Company operates (~~“uncertain tax positions”~~8) 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 $439,000 at March ~~31,~~Income ~~2011 and $527,000 at March 31, 2010~~Taxes. ~~This decrease was mainly due to resolution of and lapses of statutes of limitations on certain positions.~~

The ~~Company is subject to U.S. federal~~ income tax asprovision ~~well as income tax in Canada and multiple state jurisdictions. The Company has concluded substantially all U.S. federal income tax matters~~ for ~~years~~the ~~through~~periods ~~2005. Substantially~~ended ~~all~~June 30, ~~material~~2011 ~~state~~ and ~~local~~2010 ~~income~~was ~~tax~~recorded ~~matters~~based ~~have~~on ~~been concluded for fiscal years through 2004. Currently,~~ the Company’s isestimated ~~under~~annual ~~audit~~effective bytax ~~the Internal Revenue Service for 2006~~rate. ~~The Company has provided for known potential exposures for this examination and years after 2006.~~

The Company reports a liability for tax positions taken that will more likely than not result in additional tax payments in the event of examination by the federal, state or foreign taxing jurisdictions in which the Company operates (9“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 June ~~Contingencies~~30, 2011 and $544 at June 30, 2010. This decrease was mainly due to lapses of statutes of limitations on certain filings.

~~Claims and Lawsuits.~~ The Company is ~~involved~~subject into ~~certain~~U.S. ~~claims~~federal ~~and~~income ~~lawsuits~~tax ~~arising~~as well as income tax in ~~the~~Canada ~~normal~~and ~~course~~numerous ofstate ~~business~~jurisdictions. In ~~the~~The ~~opinion~~Company ofhas ~~management,~~concluded ~~the~~substantially ~~ultimate~~all ~~resolution~~U.S. offederal ~~these~~income tax matters ~~will~~for ~~not~~years ~~have~~through a2005. Substantially all material ~~adverse~~state ~~effect~~and onlocal ~~the~~income ~~financial~~tax ~~position~~matters orhave ~~results~~been ofconcluded ~~operations~~for offiscal 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.

~~Letters of Credit and Other Commitments. The Company had $59,000 and $1.36 million in standby letters of credit outstanding at March~~(9) ~~31, 2011 and December 31, 2010, respectively~~Contingencies. The balance at March 31, 2011 relates to legacy self-insurance reserves while the balance at December 31, 2010 consisted of $358,000 of similar insurance reserves and $1 million 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~~Claims ~~Matters~~and Lawsuits. The Company’s ~~operations~~is ~~are~~involved ~~subject~~in toclaims aand ~~variety~~lawsuits ofarising ~~federal,~~in ~~state~~the ~~and~~normal ~~local~~course ~~environmental~~of ~~and~~business. In ~~health~~the ~~and~~opinion ~~safety~~of ~~statutes and regulations~~management, ~~including~~the ~~those~~ultimate ~~relating~~resolution toof ~~emissions~~these tomatters ~~the~~will ~~air,~~not ~~discharges~~have toa ~~water,~~material ~~treatment,~~adverse ~~storage~~effect ~~and~~on ~~disposal~~the offinancial ~~waste,~~position ~~and~~or ~~remediation~~results of ~~contaminated~~operations ~~sites.~~of ~~From time to time,~~ the Company ~~has received notices of~~ .

Letters of Credit and Other Commitments. The Company had $59 and $1,360 in standby letters of credit outstanding at June 30, 2011 and December 31, 2010, respectively. 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 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.

~~noncompliance~~J.B. ~~with~~POINDEXTER & ~~respect to its operations~~CO., INC. ~~which~~AND 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.SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(10) Closed and Excess Facility Costs.

During the second quarter of 2010, 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 $800 during the three months ended June 30, 2010. The consolidation of the limousine manufacturing operations was completed in the fourth quarter of 2010.

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

The following ~~management’s~~ 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 ~~including~~following ~~the~~discussion ~~financial~~contains “forward-looking statements” that reflect our future plans, ~~accompanying~~estimates, ~~notes~~beliefs and ~~management’s~~expected ~~discussion~~performance. We ~~and~~caution ~~analysis~~that ofassumptions, ~~financial~~expectations, ~~conditions~~projections, ~~and~~intentions, ~~results~~or ofbeliefs ~~operations~~about future events may, and ~~the~~often ~~interim~~do, ~~condensed~~vary ~~consolidated~~from ~~financial~~actual ~~statements~~results and ~~accompanying~~the ~~notes~~differences ~~included~~can inbe ~~this~~material. In ~~Quarterly~~light ~~Report~~of onthese ~~Form 10~~risks, uncertainties and assumptions, the forward-Qlooking events discussed may not occur.

~~Operating~~Overview ~~Segments~~and description of business

~~The~~Morgan ~~Company~~Truck isBody, aLLC. Morgan ~~diversified~~Truck ~~manufacturer~~Body, LLC, or Morgan, designs, engineers and ~~operates~~manufactures ~~under~~truck abodies ~~decentralized~~in ~~business~~the ~~model~~United States and Canada that are used for the transportation of dry freight and refrigerated products. The ~~Company~~truck ~~consists~~bodies ofare ~~four~~attached ~~business~~to ~~segments~~truck ~~consisting~~chassis ofprovided ~~six~~by ~~distinct~~Morgan’s customers. Customers include truck rental and ~~geographically~~leasing ~~dispersed~~companies, ~~business~~truck ~~units~~dealers ~~overseen~~and companies that operate fleets of delivery vehicles. The principal raw materials used by ~~the~~Morgan ~~JBPCO~~include ~~Corporate~~steel, ~~(“Parent”)~~aluminum, ~~staff~~fiberglass-reinforced ~~located~~plywood inand ~~Houston~~hardwoods ~~Texas~~acquired from a variety of sources. Morgan conducts its Canadian operations through its subsidiary, Commercial Babcock, Inc.

InTruck ~~the~~Accessories ~~Morgan Segment~~Group, ~~the~~LLC. ~~Company~~Truck ~~manufactures~~Accessories ~~truck~~Group, ~~bodies~~LLC, inor ~~the~~TAG, ~~United~~manufactures ~~States~~pickup truck caps and ~~Canada~~tonneau ~~for~~covers, ~~dry~~which ~~freight~~are ~~and~~fabricated ~~refrigerated~~enclosures ~~trucks~~that ~~and~~fit ~~vans~~over ~~(excluding~~the ~~those~~open ~~made~~beds ~~for~~of pickup trucks, ~~and~~converting ~~tractor-trailer~~the ~~trucks).~~beds ~~The~~into ~~truck~~weatherproof ~~bodies~~storage ~~are attached to truck chassis provided by its customers~~areas. ~~Customers~~Truck Accessories’ brands include ~~truck~~Leer, ~~rental~~Century, ~~and~~Raider, ~~leasing~~LoRider, ~~companies~~BoxTop, ~~truck~~Pace ~~dealers~~Edwards and ~~companies~~State ~~that~~Wide ~~operate fleets of delivery vehicles~~Aluminum. The principal raw materials used by ~~Morgan~~Truck ~~include~~Accessories ~~steel,~~are ~~aluminum~~resins, fiberglass~~-reinforced~~, ~~plywood~~paint, ~~hardwoods~~glass and ~~lubricants~~manufactured ~~acquired~~components ~~from~~such aas ~~variety~~locks ofand ~~sources~~gas struts.

InMorgan ~~the~~Olson, LLC. Morgan Olson, ~~Segment~~LLC, ~~the~~or ~~Company~~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 ~~and~~for ~~enable~~ the ~~driver of the~~ truck tochassis ~~easily~~on ~~access~~which ~~the~~it ~~cargo~~is ~~area.~~mounted Morgan Olson manufactures the complete ~~truck body~~vehicle, including the fabrication of the body, the installation of windows, doors, the instrument panel, seating and wiring, and ~~finishing~~finishes the truck with paint and decal application. The step van bodies are installed on ~~truck~~ 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.

InSpecialty ~~the~~Manufacturing ~~Truck~~consists ~~Accessories Group (“TAG”), the Company manufactures pickup truck caps and tonneau covers, which are fabricated enclosures that fit over the open beds~~ of ~~pickup~~three ~~trucks,~~business ~~converting the beds into weatherproof storage areas. Truck Accessories’ brands include Leer~~units, ~~Century,~~MIC ~~Raider~~Group, ~~LowRider~~LLC, ~~BoxTop~~Specialty ~~and~~Vehicle ~~Pace~~Group ~~Edwards,~~ and ~~State Wide Aluminum. The principal raw materials used by Truck Accessories are resin~~EFP, ~~fiberglass, paint, glass and manufactured components such as locks and gas struts~~LLC.

~~The~~MIC ~~Specialty Manufacturing Division (“Specialty Manufacturing”) is comprised of three business units, the Specialty Vehicle~~ Group ~~(“SVG”)~~, LLC. MIC Group, LLC, ~~(“MIC”)~~or ~~and EFP~~MIC, ~~LLC~~provides ~~(“EFP”). SVG~~high ~~manufactures~~precision ~~funeral~~machining ~~coaches~~ and ~~limousines. SVG~~parts ~~purchases~~assembly ~~vehicle~~for ~~chassis from~~ the ~~major~~oil ~~automotive manufacturers’ dealers for modification~~ and ~~sale~~gas toservices ~~its customers~~industry. MIC isoffers aan ~~manufacturer,~~array ~~investment~~of ~~caster~~services ~~and~~including ~~assembler~~computer-controlled of precision ~~metal~~machining, ~~parts~~electrical ~~for~~discharge ~~use~~machining, inelectron ~~the~~beam ~~worldwide~~welding, ~~oil and gas exploration~~trepanning, ~~automotive~~gun drilling and ~~aerospace~~electromechanical ~~industries~~assembly. ~~EFP~~MIC ~~molds,~~operates ~~fabricates~~six ~~and~~plants, ~~markets~~located ~~expandable~~in ~~foam~~the ~~products~~United ~~used~~States, ~~for~~Mexico ~~packaging~~ and ~~thermal insulation by various industries~~Malaysia. The principal raw materials used by ~~Specialty~~MIC ~~Manufacturing~~ are ferrous and nonferrous materials including stainless steel, alloy steels, ~~titanium,~~nickel ~~brass,~~based ~~beryllium-copper~~ alloys, ~~aluminum~~titanium, ~~expandable polystyrene~~brass, ~~polypropylene,~~beryllium ~~polyethylene~~copper ~~and~~alloys ~~other resins~~ and ~~automobile chasis~~aluminum.

~~The~~Specialty ~~Parent~~Vehicle ~~staff~~Group. isSpecialty ~~located~~Vehicle ~~in Houston~~Group, ~~Texas~~or SVG, manufactures funeral coaches and ~~consists~~limousines, most of ~~the~~which ~~Company’s~~are ~~senior~~sold ~~executives~~through ~~including~~authorized ~~the~~dealers ~~Chief~~in ~~Executive~~the ~~Officer,~~United ~~Chief~~States ~~Operating~~and ~~Officer,~~Canada ~~Chief~~to ~~Financial~~funeral ~~Officer~~directors and ~~various~~livery ~~functional~~companies. ~~leaders~~The ~~including~~components ~~business~~of ~~development,~~SVG ~~information~~are ~~technology~~Federal Coach, ~~risk~~LLC ~~management~~(“Federal Coach”) and ~~human~~Eagle ~~resources~~Specialty Vehicles, LLC (“Eagle Coach”). ~~The~~SVG ~~Parent~~purchases ~~provides~~vehicle ~~oversight~~chassis ~~of,~~from the major automotive manufacturers’ dealers for modification and ~~support~~sale to its customers. Effective December 31, ~~the~~2009, ~~business~~SVG ~~units~~sold its specialized transit bus business.

8EFP, 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.

Performance during the Quarter Ended March 31, 2011 Compared with the Quarter Ended March 31, 2010 (Unaudited)

Results of Operations

Revenues. Revenues increased $21.3 million, or 16.0%, to $154.6 million in the three-month period ended March 31, 2011, compared to $133.3 million in the three-month period of 2010. This increase was led by MIC with a 104% volume increase, and a 43.7% increase at Morgan partially offset by a decline at Morgan Olson attributable to timing differences in orders placed.

· Morgan’s revenues increased $19.6 million, or 43.7%, to $64.2 million in the first quarter of 2011 compared to $44.6 million in the first quarter of 2010. The increase was attributable to unit sales volume in both retail and commercial segments. The volume increase was primarily attributable to improvement in general economic conditions in the Class 3 - 7 truck market impacting demand from both commercial and consumer related-customers.

· Morgan Olson’s revenues decreased $14.8 million, or 55.2%, to $12.0 million in the first quarter of 2011 compared to $26.8 million in the first quarter of 2010. The decrease was due to unit volume decreases in the timing of fleet orders of $15.4 million and two large retail orders of $12.6 million received at the end of 2009, shipped in the first quarter of 2010 and not replicated at the end of 2010. Recent orders have increased the backlog by $23.4 million to $56.5 million at March 31, 2010.

· Truck Accessories’ revenues increased $1.6 million, or 5.2%, to $32.0 million in the first quarter of 2011 compared to $30.4 million in the first quarter of 2010. This increase represents higher sales volume of $0.5 million (1.6%) and price increases of $1.1 million (3.6%). The volume increase was due to improvement in demand for pickup trucks in the United States and Canada.

· Specialty Manufacturing’s revenues increased $14.7 million, or 46.1%, to $46.7 million in the first quarter of 2011 compared to $32.0 million in the first quarter of 2010. This increase reflects higher sales volume of $12.9 million (40.3%) and price increases of $1.9 million (5.8%). The volume increase was due to a 93% volume increase at MIC Group attributable to increased demand for oil and gas services related machined products partially offset by volume decreases at SVG and EFP. The volume decrease at SVG related exclusively to its withdrawal from its unprofitable specialty bus business.

Backlog. Consolidated backlog was $233.8 million as of March 31, 2011 compared to $165.6 million at December 31, 2010 and $150.8 million as of March 31, 2010.

· Morgan’s backlog was $110.7 million at March 31, 2011 compared to $86.7 million at December 31, 2010 and $63.4 million at March 31, 2010. The increase in backlog was due to increases in both commercial fleet and retail activity.

· Morgan Olson’s backlog was $56.5 million at March 31, 2011 compared to $8.9 million at December 31, 2010 and $33.1 million at March 31, 2010. The increase in backlog was due primarily to the timing of fleet orders placed by United Parcel Service.

· Truck Accessories’ backlog was $1.9 million at March 31, 2011 compared to $2.7 million at December 31, 2010 and $2.3 million as of March 31, 2010. Production consists primarily of made to order units and the backlog represents approximately two weeks of production.

· Specialty Manufacturing’s backlog was $64.7 million at March 31, 2011 compared to $67.3 million at December 31, 2010 and $52.0 million at March 31, 2010. The increase in backlog compared to March 31, 2010 was primarily attributable to increased orders from MIC Group’s oil and gas services customers.

Gross profit. Consolidated gross profit increased $2.9 million, or 18.4%, to $18.6 million in the three-month period ended March 31, 2011 compared to $15.7 million in the three-month period ended March 31, 2010, and as a percentage of revenues improved to 12.1% in 2011 compared to 11.8% in 2010. The increase in gross profit primarily reflects the volume increase discussed above, cost reductions and price increases. The improvement in gross profit as a percentage of revenues was due

~~primarily~~Business toEnvironment ~~the benefits of operational improvements, cost reductions, sourcing improvements~~ and ~~volume leverage partially offset by commodity price increases.~~Outlook

~~Selling~~While ~~and~~the ~~administrative~~six ~~expenses. Selling~~business ~~and~~units ~~administrative~~of ~~expenses increased $1~~J.~~1 million, or 8~~B.~~2%,~~ ~~to $15.1~~Poindexter ~~million~~& ~~in the first quarter of 2011 compared to $13~~Co.9, ~~million in the first quarter of 2010~~Inc. ~~This~~are ~~increase~~subject ~~is primarily due~~ to ~~staff~~common ~~additions at the Parent~~influences, ~~increased~~such ~~depreciation~~as ofmacroeconomic ~~ERP software initiated in the third quarter of 2010~~cycles, ~~and~~there ~~increases~~are inspecific ~~accrued~~external ~~incentives~~factors ~~attributable~~that tomay ~~anticipated~~impact ~~improved~~each ~~operating~~business ~~income~~unit’s ~~performance~~financial ~~in 2011~~performance.

~~Operating income~~Morgan. ~~Operating~~Morgan’s ~~income~~sales ofdepend ~~$3.7~~on ~~million~~the inreplacement ~~the~~cycle ~~first~~for ~~quarter~~delivery oftrucks ~~2011~~that ~~increased~~are ~~$1.9 million~~primarily used in general freight, orparcel ~~105~~delivery and distribution applications.~~7%,~~ While ~~compared~~customers typically replace delivery trucks every six to ~~$1.8 million~~seven inyears, ~~the~~timing ~~first~~is ~~quarter~~directly ofimpacted ~~2010~~by general economic conditions. ~~Operating~~In ~~income~~a weaker economy, as awas ~~percentage~~the ofcase ~~revenues~~between in2008 ~~the~~and ~~first~~2010, ~~quarter~~customers often defer the purchase of ~~2011~~new ~~was~~delivery ~~2.4%~~trucks ~~compared~~or tomay 1retire old trucks without replacement.4% In a stronger economy, customers may make purchases that were deferred in ~~the~~prior ~~first~~years, ~~quarter~~replacing ofvehicles ~~2010~~at a more rapid rate.

· Customer mix also influences sales at Morgan. In ~~generated~~recent ~~segment~~years, ~~operating~~demand ~~income~~from large fleet operators such as Penske and ~~segment~~Ryder ~~operating~~has ~~margin~~outpaced industry rates of ~~$2.5~~growth ~~million~~as ~~and~~many ~~3.8%,~~smaller ~~respectively,~~companies inturn ~~the~~to ~~first~~leasing ~~quarter~~vehicles instead of ~~2011,~~purchasing ~~compared~~them. As toa ~~$0.6~~result ~~million~~of ~~and~~its ~~1.4%,~~historically ~~respectively~~high market share with large fleet operators, inMorgan ~~the~~has ~~first~~recently ~~quarter~~capitalized ofon ~~2010. The~~this ~~increase~~trend inreporting ~~operating~~a ~~margin~~sales isincrease ~~attributable~~of to42% ~~operational~~in ~~improvements~~the ~~including~~first ~~labor~~six ~~efficiency~~months of 2011, ~~material~~compared ~~procurement~~to ~~and~~the ~~expense~~first ~~controls~~six inmonths ~~manufacturing~~of ~~overhead~~2010, ~~and~~much ~~selling~~of ~~and~~which ~~administrative~~was ~~expenses~~derived from fleet operators.

~~· Morgan~~TAG. TAG’s ~~Olson~~revenues ~~incurred~~are adirectly ~~segment~~related ~~operating~~to ~~loss~~sales ~~and segment operating margin~~ of ~~$0.7 million~~new ~~and~~pickup (5trucks.~~9)%,~~ Pickup ~~respectively,~~truck insales ~~the~~are ~~first~~cyclical ~~quarter~~and ofdepend ~~2011,~~on ~~compared~~general toeconomic ~~$1.7~~conditions ~~million~~ and ~~6.4%,~~other ~~respectively,~~factors inthat affect the ~~first~~automotive ~~quarter~~industry ofsuch ~~2010. The~~as ~~decline~~consumer inpreferences, ~~operating~~fuel ~~income~~costs, ~~and~~consumer ~~operating~~spending ~~margin~~levels, ~~attributable~~new tomodel ~~the~~introductions ~~timing~~and ofinterest ~~orders placed by fleet customers in 2011 compared to 2010~~rates.

~~· Truck~~While ~~Accessories~~light ~~generated~~duty ~~segment~~pickup ~~operating~~truck ~~income~~sales ~~and~~continued ~~segment~~to ~~operating~~improve ~~margin~~in of2011, ~~$2.0~~TAG’s ~~million~~unit ~~and~~sales ~~6.2%,~~were ~~respectively,~~3 inpercent lower than the ~~first~~comparable ~~quarter~~period oflast ~~2011,~~year. ~~compared~~We tobelieve ~~$2.4~~this ~~million~~is ~~and~~due ~~7.9%,~~to ~~respectively, in~~a ~~the~~decline in ~~the~~general ~~first~~consumer ~~quarter~~confidence and a higher proportion of ~~2010. These~~pickup ~~declines~~trucks being sold to commercial customers that are ~~primarily~~less ~~attributable~~likely to ~~expenses~~install ~~incurred~~tonneaus asand ~~part~~caps. However, ofbetter aeconomic ~~manufacturing~~conditions ~~improvement~~have ~~project~~increased atdemand for TAG’s ~~Midwest~~recently upgraded commercial fleet and ~~expenses~~vocational ~~associated~~products ~~with~~including ~~the~~marine ~~launch~~dock ofboxes ~~new~~and ~~products~~hoods atfor commercial vehicles such as UPS step vans. TAG’s ~~Specialty~~near ~~Products~~term growth rate is anticipated to increase as it uses its scale and national footprint to further its relationships with fleet operators, ~~partially~~leasing ~~offset~~companies byand ~~higher~~vehicle ~~revenue~~fleet upfitters.

~~· Specialty~~Morgan ~~Manufacturing generated segment operating income and segment operating margin of $2~~Olson.~~4 million~~ ~~and 5.2%,~~Morgan ~~respectively,~~Olson’s inrevenues ~~the~~are ~~first~~affected ~~quarter~~by offactors ~~2011,~~similar ~~compared~~ to ~~($1.3)~~those ~~million~~that ~~and~~influence (4Morgan.~~1)%~~ Additionally, ~~respectively, in~~ the ~~first~~step ~~quarter~~van ofmarket ~~2010.~~is ~~The~~not ~~increase~~growing inand ~~operating~~may ~~income~~be ~~was~~declining, ~~attributable~~probably toas ~~MIC,~~a inconsequence of the ~~amount~~inferior offuel ~~$2.6~~efficiency ~~million,~~of ~~and~~smaller ~~SVG,~~step atvan $1models.1 ~~million. MIC’s~~To ~~improvement~~provide ~~resulted~~an ~~from~~alternative ~~volume~~for ~~and~~customers ~~price~~seeking ~~increases,~~enhanced ~~operational~~fuel ~~improvements~~economy in ~~labor~~smaller ~~productivity~~vehicles, ~~and~~Morgan ~~sourcing~~Olson ~~and~~has ~~expense~~entered ~~controls. SVG’s~~into ~~improvement~~development ~~was~~arrangements ~~due~~with ~~primarily~~chassis tomanufacturers ~~reduction~~including inSprinter, ~~costs~~Workhorse ~~associated~~and ~~with~~Freightliner ~~the~~Custom ~~closing~~Chassis ofto ~~the~~adapt ~~Fort~~their ~~Smith,~~fuel ~~Arkansas~~efficient ~~plant~~chassis in ~~the~~step ~~second~~van ~~half of 2010~~applications.

~~· Parent~~Morgan ~~operating~~Olson’s ~~expenses~~revenue ~~increased~~is ~~$0.8~~also ~~million,~~partly ordependent ~~49.5%,~~on toparts $2and service sales.4 Its ~~million~~largest ~~compared~~parts customer is the United States Postal Service (“USPS”) which continues to ~~$1.6~~operate ~~for~~142,000 vehicles manufactured by the ~~prior~~predecessor ~~period~~of Morgan Olson. ~~The~~ Due ~~increase~~to ~~resulted~~the ~~from~~USPS’s ~~increases~~limited incapital ~~headcount~~budget, ~~increased~~it ~~depreciation~~is ofexpected ~~ERP~~that ~~software~~these vehicles will be operated, and ~~higher~~therefore ~~incentive~~continue ~~accruals~~to ~~based~~generate parts and service revenue, for several more years before it replaces vehicles and that the USPS will continue to rely on ~~projected~~the ~~annual~~availability ~~improvements~~of Morgan Olson supplied service parts in ~~2011~~order ~~Company~~to ~~earnings~~maintain its fleets in operating condition.

~~Interest~~Specialty ~~expense. Consolidated~~Manufacturing’s ~~interest~~business ~~expense~~environment ~~was~~and ~~$4.5~~outlook ~~million,~~are orrelated ~~2.9% of net sales, compared~~ to ~~$4.4~~those ~~million, or 3.3%~~ of ~~net~~its ~~sales,~~three ~~for~~business ~~the~~units ~~quarters ended March 31~~(MIC, ~~2011~~SVG and ~~2010,~~EFP) ~~respectively.~~as follows:

~~Income taxes~~MIC. ~~The~~MIC’s ~~effective~~sales ~~income~~depend ~~tax~~on ~~rate~~activity ~~differed~~in ~~from~~ the ~~statutory~~energy ~~rate~~services ~~for~~industry. Global consumption of energy, with oil as the ~~three~~major ~~months~~component, ~~ended~~is ~~March 31~~projected to increase steadily, ~~2011~~partly ~~primarily~~as ~~because~~a result of ~~state~~demand ~~taxes~~in China and ~~our~~other ~~inability~~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 ~~record~~increased ~~tax~~revenue ~~benefits~~despite onthe ~~our~~previously ~~foreign~~mentioned ~~losses~~challenges facing the industry.

~~We record a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized~~SVG. During the quarters ended March 31, 2011 and 2010, we incurred Canadian and Malaysian pretax losses of $0.2 million and $0.3 million, respectively and recorded an increase in the valuation allowance against the deferred tax asset related to those losses of $59,000 and $12,000, respectively. WeDespite consider future taxable income and prudent and feasible tax planning strategies in assessing the need for the valuation allowance and should we determine that it is more likely than not that we will be able to realize deferred tax assets in the future in excess of the net recorded amount, a ~~reduction~~growing ~~in the valuation allowance would increase income in the period such determination was made. Conversely~~population, ~~should~~services ~~we determine that it is more likely than not that we will be unable to realize all or part of the net deferred tax asset~~ in the ~~future,~~funeral anindustry ~~increase~~are toslowly ~~the~~trending ~~valuation~~away ~~allowance~~from ~~would~~traditional ~~reduce income in the period such determination was made.~~

~~Liquidity~~burials toward cremations. As a result there has been consolidation in the industry and ~~Capital~~its ~~Resources~~supplier base, including the funeral vehicle segment. SVG is 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. To combat the decline of the funeral services industry, SVG now also utilizes its skilled workforce, design skills and reputation for quality to develop and merchandise other vehicles, including armored limousines.

~~Working~~SVG’s ~~Capital. Working~~short-term ~~capital~~demand atis ~~March 31,~~also ~~2011~~impacted ~~was~~by ~~$114.7 million,~~the ~~which~~introduction ~~included~~of ~~$40.0~~new ~~million~~chassis ~~in cash and cash equivalents, compared to $112~~platforms.9 ~~million~~After at10 ~~December 31,~~years ~~2010.~~of ~~Excluding~~unchanged ~~cash and cash equivalents~~chassis, ~~working~~SVG ~~capital~~has ~~increased~~begun ~~$20.2~~to ~~million. Average~~sell ~~days~~vehicles ~~sales~~fabricated ~~outstanding~~on inthe ~~receivables~~new atLincoln ~~March 31,~~MKT ~~2011~~coach ~~were approximately 29 compared to 32 at March 31, 2010~~ and ~~inventory~~the ~~turnover~~Cadillac ~~was~~executive ~~approximately~~sedan; ~~7 at March 31, 2011~~ and 9it atwill ~~March 31,~~offer ~~2010. The decrease in inventory turns is primarily attributable to~~ a ~~one~~completely ~~time~~redesigned ~~chassis~~hearse ~~buildup~~based aton ~~SVG~~another ofCadillac ~~$6.9 million and increased raw materials at Morgan secured to produce the increased backlog. The one-time~~ chassis ~~issue~~scheduled ~~is expected~~ to ~~continue~~become ~~throughout~~available ~~2011~~in ~~and moderate at the end of Q1~~ 2012. ~~We continue to take advantage of purchase discounts as appropriate and focus on the management of working capital as a critical component of our cash flow.~~

~~Operating cash flows~~EFP. ~~Operating~~EFP ~~activities~~is ~~during~~a ~~the~~relatively ~~three~~small ~~months~~part ~~ended~~of ~~March 31,~~our ~~2011~~Company ~~used~~and ~~cash~~a ofminor ~~$15.3~~participant ~~million~~in ~~compared~~the topackaging $9market.9 Similar ~~million~~to ~~during~~its ~~the~~competitors, ~~three~~EFP’s ~~months~~sales ~~ended~~are ~~March 31,~~limited ~~2010.~~to ~~The~~customers ~~increase~~within ina ~~net~~fixed ~~cash~~geographical ~~used~~distance infrom ~~operating~~its ~~activities~~three ~~was~~locations. Recently, ~~primarily~~EFP ~~related~~began to ~~the~~target ~~one~~opportunities ~~time~~in ~~chassis~~the ~~buildup~~growing atrefrigerated ~~SVG~~shipping ~~and~~market ~~increased~~for ~~accounts~~food, ~~receivables~~medical and ~~inventory~~pharmaceutical atproducts, ~~Morgan~~and asaway afrom ~~result~~recreational ofvehicle ~~increased~~and ~~sales~~construction customers.

~~Investing cash flows~~Parent. ~~Net~~J.B. ~~cash~~Poindexter & ~~used in investing activities was $2~~Co.6, ~~million~~Inc. ~~for~~adheres ~~the~~to ~~three~~a ~~months~~lean ~~ended March 31~~model, ~~2011~~with ~~compared~~the tocorporate ~~$2.4~~parent ~~million~~responsible only for ~~the~~those ~~three~~functions ~~months~~best ~~ended~~administered ~~March 31,~~on ~~2010~~a centralized basis. ~~Investing~~These ~~activities~~include ~~for~~strategic ~~the~~planning, ~~quarter~~lean ~~were~~leadership, ~~for~~financing, ~~capital~~accounting ~~expenditures~~controls ~~which consisted of machinery~~ and ~~equipment~~financial ~~purchases~~reporting, ~~mainly~~human ~~at Morgan~~resources, ~~Morgan~~insurance ~~Olson~~and environmental and ~~Truck~~workplace ~~Accessories~~safety compliance.

~~Financing~~The ~~cash~~following ~~flows. Financing~~is ~~activities~~a ~~during~~discussion of the ~~three~~key ~~months~~components ~~ended March 31, 2011 used cash~~ of ~~$0.6~~our ~~million~~results ~~compared to cash used~~ of ~~$0.5 million for the three months ended March 31, 2010.~~operations:

~~Our~~Source ~~Revolving Credit Facility, which was extended through March 14, 2012 and automatically renews for a 12-month period after March 15~~ of ~~each year unless notice is provided by either party at least 90 days prior to its expiration, and our Indenture relating to our 8~~revenues.~~75%~~ We ~~notes~~derive ~~restrict~~revenues ~~our ability to incur debt, pay dividends and undertake certain corporate activities.~~from:

At· Morgan’s ~~March 31,~~sales ~~2011, the Consolidated Coverage Ratio, as defined in the Indenture relating to our 8.75% Notes, was 1.95 to 1.0, which was less than the Indenture debt incurrence covenant~~ of ~~2.0~~truck ~~to 1.0. As a result~~bodies, weparts ~~are limited in our ability to incur additional indebtedness. The Indenture permits certain exceptions with respect to capitalized lease obligations~~ and other arrangements that are incurred for the purpose of financing all or part of the purchase price or cost of construction or improvements of property used in our business. Already existing obligations and any amounts available to be drawn on our existing revolving credit agreement are not subject to this limitation.services;

~~The~~· Truck ~~revolving~~Accessories’ ~~credit~~sales ~~facility provides for available borrowings~~ of uppickup totruck ~~$50.0 million~~caps ~~in revolving loans. Available borrowings are subject to a borrowing base of eligible accounts receivable, inventory, machinery~~ and ~~equipment,~~tonneaus and ~~real~~trailer ~~estate.~~door ~~Borrowings under our revolving credit facility are collateralized by substantially all of our assets~~ and ~~the~~window assets of our existing subsidiaries. Our revolving credit facility also includes a sub-facility for up to $15.0 million for letters of credit. As of March 31, 2011, we had no borrowings under the facility and our borrowing base would have supported debt borrowings of $50.0 million under our revolving credit facility.components;

We· MIC’s ~~believe~~sales ~~that~~of weprecision ~~will~~machined ~~have~~parts ~~adequate resources to meet our working capital~~ and ~~capital~~assembly 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 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.services;

~~Notes~~· Morgan ~~refinancing. In~~Olson’s ~~late~~sales ~~April~~ of ~~2011,~~step ~~the~~van ~~Company~~truck ~~engaged~~bodies, ~~legal~~parts ~~counsel~~ and ~~investment advisors and initiated internal activities in anticipation of refinancing and extending the maturity of the $200 million of 8.75% Notes due in March 2014.~~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, 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.

Results of Operations

Performance during the Quarter Ended June 30, 2011

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

Revenues. Our consolidated revenues increased $38.0 million, or 23.4%, to $200.0 million for the quarter ended June 30, 2011 compared to $162.0 million for the quarter ended June 30, 2010. This increase represents higher sales volume of $35.9 million (22.1%) and price increases of $2.1 million (1.3%). 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 a decrease in revenue following its exit from unprofitable product lines.

· Morgan’s revenues increased $27.9 million, or 40.0%, to $97.6 million in the second quarter of 2011 compared to $69.7 million in the second quarter of 2010. This increase represents higher sales volume of $27.6 million (39.6%) and price increases of $0.3 million (0.4%). The volume increase was attributable to an increase of $10.3 million in sales to fleet customers to $48.6 million, compared to $38.3 million in the prior period. Volume also grew in retail units with a sales increase of $17.3 million to $46.6 million compared to $29.3 million in the prior period. Parts and service sales remained flat at $2.3 million year over year.

· TAG’s revenues decreased $1.3 million, or 3.9%, to $32.0 million in the second quarter of 2011 compared to $33.3 million in the second quarter of last year. This decrease represents lower sales volume of $2.7 million (-8.1%) offset by price increases of $1.4 million (4.2%). The volume change is due to a decrease in shipments of consumer caps and tonneaus of $2.1 million and decreases in window shipments of $.6 million.

· Morgan Olson’s revenues increased $1.4 million, or 6.7%, to $22.3 million in the second quarter of 2011 compared to $20.9 million for the second quarter of 2010. This increase represents higher sales volume of $1.3 million (6.2%) and price increases of $0.1 million (0.5%). The volume increase was due to increased sales to retail customers of $3.3 million partially offset by a reduction of fleet sales. The second quarter fleet sales decrease was caused 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 $17.9 million at June 30, 2010. Sales of service parts and delivery income decreased to $3.9 million from $4.1 million due mainly to reduced shipments of parts to the USPS.

· Specialty Manufacturing’s revenues increased $10.0 million, or 26.1%, to $48.1 million in the second quarter of 2011 compared to $38.1 million in the second quarter of 2010. The increase was caused primarily by higher unit volume at MIC.

· MIC Group’s revenues increased $10.8 million, or 48.4%, to $33.3 million in the second quarter of 2011 compared to $22.4 million in the second quarter of 2010. This increase was entirely volume driven and 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 $1.2 million, or 13.3%, to $9.9 million in the second quarter of 2011 compared to $8.7 million in the second quarter of 2010. The increase represents higher unit volume of $0.9 million (10.3%) and price increases of $0.3 million (3.0%). The volume increase was attributable to increased market share from two new customers that are the United States’ and Canada’s largest funeral services consolidators.

· EFP’s revenues decreased $2.0 million, or 29.3%, to $4.9 million in the second quarter of 2011 compared to $6.9 million in the second quarter of 2010. This decrease reflects lower unit volume shipments following the Company’s decision to exit certain unprofitable product lines principally within the recreational vehicle and construction markets.

Backlog. Our consolidated backlog increased 53.4% to $193.7 million at June 30, 2011 compared to $126.3 million at June 30, 2010. The December 31, 2010 backlog was $165.6 million.

· Morgan’s backlog was $80.0 million at June 30, 2011 compared to $86.7 million at December 31, 2010 and $40.9 million at June 30, 2010. The increase in backlog over June 30, 2010 was due to a $36.9 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’s backlog was $2.6 million as of June 30, 2011 compared to $2.7 million at December 31, 2010 and $2.8 million at June 30, 2010. Production consists primarily of made to order units and backlog represents approximately two weeks of production.

· Morgan Olson’s backlog increased 100% to $54.8 million as of June 30, 2011 compared to $27.4 million at June 30, 2010. The increase was due to a $21.2 million and a $6.2 million increase, respectively, in fleet and retail orders. The increase in fleet backlog was primarily related to orders received from UPS. Backlog at December 31, 2010 was $8.9 million.

· Specialty Manufacturing’s backlog was $56.3 million as of June 30, 2011 compared to $67.3 million at December 31, 2010 and $55.2 million at June 30, 2010.

· MIC Group’s backlog was $51.4 million as of June 30, 2011 compared to $62.1 million at December 31, 2010 and $50.2 million at June 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’s backlog was $4.9 million as of June 30, 2011 compared to $5.2 million at December 31, 2010 and $5.0 million at June 30, 2010. The small decrease in backlog is attributable to product mix as units in backlog are relatively constant.

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

Gross profit and cost of sales. Gross profit of $29.5 million in the second quarter of 2011 increased $4.3 million, or 17.1%, compared to $25.2 million in the second quarter of 2010. Gross margin as a percent of revenues in the second quarter of 2011 was 14.7% compared to 15.5% in the second quarter of 2010. The dollar increase in gross profit is attributable to the increase in revenues. Cost of goods sold as a percentage of revenues increased from 84.5% in the second quarter of 2010 to 85.3% in the second quarter of 2011. Materials costs were 53.6% of revenues compared to 51.9% in the previous year, labor costs were 10.7% of revenues compared to 11.5% in the previous year, and overhead costs were 21.0% of revenues in both 2011 and 2010.

· Morgan generated gross profit and gross margin of $14.6 million and 15.0%, respectively, in the second quarter of 2011, compared to $10.3 million and 14.7%, respectively, in the second 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 $6.0 million and 18.7%, respectively, in the second quarter of 2011, compared to $7.4 million and 22.2%, respectively, in the second 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 partially offset by product price increases.

· Morgan Olson generated gross profit and gross margin of $1.9 million and 8.3%, respectively, in the second quarter of 2011, compared to $2.0 million and 9.6%, respectively, in the second quarter of 2010. The decrease in gross margin was primarily attributable to labor inefficiencies, supplier constraints related to increasing production from eight trucks per day to 30 trucks per day, and increased engineering and in research and development personnel headcount.

· Specialty Manufacturing generated gross profit and gross margin of $7.0 million and 14.6%, respectively, in the second quarter of 2011, compared to $5.5 million and 14.4%, respectively, in the second quarter of 2010. This increase was attributable to the following:

· MIC Group generated gross profit and gross margin of $4.4 million and 13.2%, respectively, in the second quarter of 2011, compared to $3.5 million and 15.7%, respectively, in the second quarter of 2010. The decrease in gross margin represents losses incurred in fulfilling unprofitable or low margin contracts partially offset by an increase in labor efficiency, more profitable contracts, price increases and increased absorption of overhead costs on increased revenues.

· SVG generated gross profit and gross margin of $1.7 million and 17.4%, respectively, in the second quarter of 2011, compared to $0.8 million and 8.6%, respectively, in the second quarter of 2010. The increase in gross margin was primarily attributable to reduced overhead associated with the closure of the Fort Smith, Arkansas plant.

· EFP generated gross profit and gross margin of $0.9 million and 18.5%, respectively, in the second quarter of 2011, compared to $1.2 million and 17.7%, respectively, in the second quarter 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 decreased $0.3 million, or 2.2%, to $14.1 million, 7.0% of revenues, for the quarter ended June 30, 2011 compared to $14.4 million, 8.9% of revenues, for the quarter ended June 30, 2010.

· Morgan incurred selling and administrative expenses of $4.1 million, 4.2% of revenues, in the second quarter of 2011 compared to $3.9 million, 5.6% of revenues, in the second quarter of 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 reduced selling and administrative expenses to $3.1 million, 9.6% of revenues, in the second quarter of 2011 compared to $3.4 million, 10.1% of revenues, in the second quarter of 2010. This decrease was the result of by reduced management incentive and health insurance expense partially offset by increases in engineering personnel.

· Morgan Olson incurred selling and administrative expenses of $1.4 million, 6.5% of revenues, in the second quarter of 2011 compared to $1.2 million, 5.8% of revenues, in the second quarter of 2010. This increase was caused primarily by higher management incentive expense in 2011 as well as the recording of a bad debt recovery in the second quarter of 2010.

· Specialty Manufacturing decreased selling and administrative expenses to $4.0 million, 8.4% of revenues, in the second quarter of 2011 compared to $4.1 million, 10.8% of revenues, in the second quarter of 2010.

· MIC Group incurred selling and administrative expenses of $2.8 million, 8.4% of revenues, in the second quarter of 2011 compared to $2.6 million, 11.5% of revenues, in the second 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 reduced selling and administrative expenses to $0.6 million, 6.6% of revenues, in the second quarter of 2011 compared to $0.7 million, 8.6% of revenues, in the second quarter of 2010. This decrease was due primarily to the closure of the Forth Smith, Arkansas facility.

· EFP incurred selling and administrative expenses of $0.6 million, 12.4% of revenues, in the second quarter of 2011 compared to $0.8 million, 11.3% of revenues, in the second quarter of 2010. This decrease was due primarily to reduced variable selling expenses.

· Parent selling and administrative expenses decreased to $1.5 million in the second quarter of 2011 compared to $1.8 million in the second quarter of 2010. The decrease was caused by reduced IT expenses associated with the 2010 ERP implementation, 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.

Closed and excess facility costs. During the second quarter of 2010, SVG recognized $0.8 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 $5.5 million, or 54.5%, to $15.6 million in the second quarter of 2011 compared to $10.1 million in the second quarter of 2010, and as a percentage of revenues, improved to 7.8% in 2011 compared to 6.2% in 2010.

· Morgan’s operating income increased by $4.3 million, or 67.2%, to $10.6 million in the second quarter of 2011 compared to $6.3 million in the second quarter of 2010, and as a percentage of revenues, to 10.8% in 2011 from 9.1% 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 $1.1 million, or 28.4%, to $2.9 million in the second quarter of 2011 compared to $4.1 million in the second quarter of 2010, and as a percentage of revenues, to 9.1% in 2011 from 12.2% 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 by $0.4 million, or 48.4%, to $0.4 million in the second quarter of 2011 compared to $0.8 million in the second quarter of 2010, and as a percentage of revenues, from 3.8% in 2010 to 1.8% in 2011. The decrease in operating income and operating income as a percentage of revenues was primarily attributable to reduced gross margin and higher general and administrative expenses.

· Specialty Manufacturing’s operating income increased by $2.3 million, or 340%, to $3.0 million in the second quarter of 2011 compared to $0.7 million in the second quarter of 2010, and as a percentage of revenues, to 6.3% in 2011 from 1.8% in 2010.

· MIC Group’s operating income increased by $0.6 million, or 60.5%, to $1.6 million in the second quarter of 2011 compared to $1.0 million in the second quarter of 2010, and as a percentage of revenues, to 4.8% in 2011 from 4.4% 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 unprofitable or low margin contracts.

· SVG’s operating income increased by $1.8 million to $1.1 million in the second quarter of 2011 compared to an operating loss of $0.7 million in the second quarter of 2010, and as a percentage of revenues, to 9.0% in 2011 from -8.7% in 2010. The increase in operating income and margin primarily reflects the impact of the closure of the Fort Smith, Arkansas plant.

· EFP’s operating income decreased by $0.1 million, or 21.6%, to $0.3 million in the second quarter of 2011 compared to $0.4 million in the second quarter of 2010 and as a percentage of revenues, improved from 6.4% in 2010 to 7.1% in 2011. 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 $4.6 million (2.3% of net revenues) and $4.5 million (2.8% of net revenues) for the three months ended June 30, 2011 and 2010, respectively.

Income taxes. The effective income tax rate was 38.5% and 39.8% for the three months ended June 30, 2011 and 2010, respectively, and differed from the federal statutory rate primarily because of state and foreign taxes.

Performance during the Six Months Ended June 30, 2011

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

Revenues. Consolidated revenues increased $59.3 million, or 20.1%, to $354.6 million for the six months ended June 30, 2011 compared to $295.3 million for the six months ended June 30, 2010. This increase represents higher sales volume of $55.7 million (18.9%) and price increases of $3.6 million (0.3%). Morgan and MIC Group experienced significant volume increases due to cyclical demand improvements while revenues at TAG, SVG and EFP remained relatively flat. Morgan Olson experienced a decline in revenues due to the timing of fleet shipments in 2011 compared to 2010.

· Morgan’s revenues increased $47.4 million, or 41.5%, to $161.7 million in the first six months of 2011 compared to $114.3 million in the first six months of 2010. This increase resulted from higher unit sales volume of $47.0 million (41.1%) and price increases of $0.4 million (0.4%). The volume increase was attributable to an increase of $ 23.1 million in sales to fleet customers to $77.5 million, compared to $54.4 million in the prior period. Volume also grew in retail units with a sales increase of $23.8 million to $79.3 million compared to $55.5 million in the prior period. Parts and service sales remained flat at $4.5 million year over year.

· TAG’s revenues increased $0.6 million, or 0.9%, to $63.8 million in the first six months of 2011 compared to $63.2 million in the first six months of 2010. This increase represents lower sales volume of $1.9 million (3.1%) offset by price increases of $2.5 million (4.0%). The volume change was due to a decrease in shipment of consumer caps and tonneaus of $1.6 million and a decrease in window shipments of $0.8 million, partially offset by increases in shipments of national fleet products.

· Morgan Olson’s revenues decreased $13.5 million, or 28.3%, to $34.2 million in the first six months of 2011 compared to $47.7 million for the first six months of 2010. This decrease resulted from lower unit sales volume of $13.6 million (28.5%) and price increases of $0.1 million (0.2%). The volume decrease was caused by the timing of fleet customer shipments in 2011 and two large retail fleet orders totaling $14.8 million produced in early 2010. This timing difference is partially demonstrated by the UPS backlog increase of $19.8 million to $33.7 million at June 30, 2011 compared to $17.9 million at June 30, 2010. Sales of service parts and vehicle delivery income increased to $8.3 million in 2011 compared to $7.8 million in 2010.

· Specialty Manufacturing’s revenues increased $24.7 million, or 35.2%, to $94.8 million in the first six months of 2011 compared to $70.1 million in the first six months of 2010. The increase was caused primarily by higher unit sales volume at MIC.

· MIC Group’s revenues increased $27.3 million, or 71.5%, to $65.5 million in the first six months of 2011 compared to $38.2 million in the first six months of 2010. This increase was entirely volume driven and 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 $1.0 million, or 5.2%, to $19.3 million in the first six months of 2011 compared to $18.3 million in the first six months of 2010. The increase consisted of volume, price and mix improvements on funeral vehicles of $0.9 million, $0.5 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 million, or 26.0%, to $10.1 million in the first six months of 2011 compared to $13.6 million in the first six 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 RV and construction market segments.

Gross profit and cost of sales. Gross profit of $48.1 million in the first six months of 2011 increased $7.2 million, or 17.6%, compared to $40.9 million in the first six months of 2010. Gross margin in the first six months of 2011 was 13.6% compared to 13.8% in the first six months of 2010. The dollar increase in gross profit is attributable to the increase in revenues. The decrease in gross margin as a percent of revenues was due to increases at Morgan, SVG and EFP offset by decreases at TAG and Morgan Olson. Cost of goods sold as a percentage of revenues increased from 86.2% in the first six months of 2010 to 86.4% in the first six months of 2011. Materials costs were 53.1% of revenues compared to 51.3% in the previous year, labor costs were 11% of revenues compared to 12% in the previous year, and overhead costs were 22.4% of revenues compared to 22.2% in the previous year.

· Morgan achieved gross profit and gross margin of $21.0 million and 13.0%, respectively, in the first six months of 2011, compared to $14.2 million and 12.4% respectively, in the first six 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 $11.4 million and 17.9%, respectively, in the first six months of 2011, compared to $13.3 million and 21.0%, respectively, in the first six 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 freight-out cost increases partially offset by price increases.

· Morgan Olson’s gross profit and gross margin were $2.5 million and 7.3%, respectively, in the first six months of 2011, compared to $5.2 million and 10.8%, respectively, in the first six months of 2010. The decrease in gross margin is attributable to reduced absorption of overhead costs on lower revenue, headcount additions in R&D, lean manufacturing expenses and engineering, and startup costs associated with the ramp up of volume to process the sizable backlog at June 30, 2011.

· Specialty Manufacturing generated gross profit and gross margin of $13.2 million and 13.9%, respectively, in the first six months of 2011, compared to $8.3 million and 11.9%, respectively, in the first six months of 2010.

· MIC Group’s gross profit and gross margin were $8.4 million and 12.7%, respectively, in the first six months of 2011, compared to $4.9 million and 12.7%, respectively, in the first six months of 2010. Despite the increase in gross profit, the relatively flat gross margin resulted from an increase in labor efficiency, price increases and increased absorption of overhead costs on increased unit sales volume, offset primarily by losses incurred in fulfilling unprofitable or low margin contracts.

· SVG had gross profit and gross margin of $3.0 million and 15.6%, respectively, in the first six months of 2011, compared to $1.1 million and 6.2%, respectively, in the first six 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 $1.8 million and 18.2%, respectively, in the first six months of 2011, compared to $2.3 million and 17.1%, respectively, in the first six 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 $0.8 million, or 2.9%, to $29.2 million, 8.2% of revenues, for the six months ended June 30, 2011 compared to $28.4 million, 9.6% of revenues, for the six months ended June 30, 2010.

· Morgan incurred selling and administrative expenses of $8.0 million, 4.9% of revenues, in the first six months of 2011 compared to $7.2 million, 6.3% of revenues, in the six months ended June 30, 2010. The

increase was due primarily to higher variable selling expenses, increased costs of additional staffing, and higher IT and marketing expenses.

· TAG incurred selling and administrative expenses of $6.5 million, 10.2% of revenues, in the first six months of 2011 compared to $6.8 million, 10.7% of revenues, in the six months ended June 30, 2010. The decrease was due primarily to reduced incentive expense and lower insurance costs partially offset by increases to engineering and quality personnel.

· Morgan Olson incurred selling and administrative expenses of $2.8 million, 8.1% of revenues, in the first six months of 2011 compared to $2.7 million, 5.6% of revenues, in the six months ended June 30, 2010. The increase was caused primarily by lower expenses in 2010 as a result of a bad debt recovery and higher management incentive expenses in 2011 compared to 2010.

· Specialty Manufacturing reduced selling and administrative expenses to $7.9 million, 8.3% of revenues, in the first six months of 2011 compared to $8.2 million, 11.7% of revenues, in the six months ended June 30, 2010.

· MIC Group incurred selling and administrative expenses of $5.2 million, 7.9% of revenues, in the first six months of 2011 compared to $5.0 million, 13.2% of revenues, in the six months ended June 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, reduced consultant cost and lower incentive expenses.

· SVG reduced selling and administrative expenses to $1.3 million, 6.7% of revenues, in the first six months of 2011 compared to $1.7 million, 9.0% of revenues, in the six months ended June 30, 2010. This decrease was due primarily to the closure of the Fort Smith, Arkansas facility.

· EFP incurred selling and administrative expenses of $1.4 million, 14.0% of revenues, in the first six months of 2011 compared to $1.5 million, 11.4% of revenues, in the six months ended June 30, 2010. The decrease in expense was due primarily to reduced variable selling expenses.

· Parent administrative expense increased to $4.0 million in the six months ended June 30, 2011 compared to $3.5 million in the first six 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 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 $7.4 million in the first six months of 2011 to $19.3 million, compared to $11.9 million in the first six months of 2010, and as a percentage of revenues, from to 5.4% in 2011 to 4.0% in 2010.

· Morgan improved operating income 89%, or $6.1 million, to $13.0 million in the first six months of 2011 compared to $7.0 million in the first six months of 2010, and as a percentage of revenues from 8.0% in 2011 to 6.1% 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 $1.6 million, or 24.1% to $4.9 million in the first six months of 2011 compared to $6.5 million in the first six months of 2010, and as a percentage of revenues decreased to 7.7% in 2011 from 10.2% 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 $2.8 million, to an operating loss of $0.3 million in the first six months of 2011, compared to operating income of $2.5 million in the first six months of 2010, and as a percentage of revenues from 5.3% in 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.

· Specialty Manufacturing Division’s operating income increased by $6.1 million to $5.4 million in the first six months of 2011 compared to an operating loss of $0.7 million in the first six months of 2010, and as a percentage of revenues, from 5.7% in 2011 to (0.9)% in 2010.

· MIC Group’s operating income increased by $3.3 million to $3.2 million in the first six months of 2011 compared to an operating loss of $0.1 million in the first six months of 2010, and as a percentage of revenues, from (0.4)% in 2010 to 4.9% in 2011. 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 unprofitable or low margin contracts.

· SVG’s operating income increased by $3.0 million to $1.7 million in the first six months of 2011 compared to an operating loss of $1.3 million in the first six months of 2010, and as a percentage of revenues, from (6.9)% in 2010 to 8.8% in 2011. The increase in operating income and margin mainly reflects the impact of the closure of the Fort Smith, Arkansas plant.

· EFP’s operating income decreased by $0.2 million, to $0.5 million in the first six months of 2011 compared to $0.7 million in the first six months of 2010, and as a percentage of revenues declined to 5.4% in 2011 compared to 5.7% in 2010. The decline in operating income and improvement in operating income percentage was due to reduced shipments of unprofitable products to the recreational vehicle and construction markets and a plant overhead reduction in EFP’s Elkhart, Indiana facility.

Interest expense. Consolidated interest expense was $9.1 million (2.5% of net sales) compared to $8.9 million (3.0% of net sales) for the six months ended June 30, 2011 and 2010, respectively.

Income taxes. The effective income tax rate was 39.5% and 41.6% for the six months ended June 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 30, 2011 and December 31, 2010 was $123.7 million and $112.9 million, respectively. Excluding cash and cash equivalents, working capital increased $18.0 million. Average days sales outstanding in receivables at June 30, 2011 were 24.8 compared to 26.3 at June 30, 2010 and inventory turnover was 6.7 at June 30, 2011 and 8.1 at June 30, 2010. The decrease in inventory turns is primarily attributable to a one time chassis buildup at SVG of $15.5 million and increased raw materials at Morgan secured to produce the increased backlog. The chassis build up is expected to decline in 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 cash of $1.6 million in the six month period ended June 30, 2011 compared to cash generated of $5.4 million in the six-month period ended June 30, 2010. This change was primarily due to increases in accounts receivable and inventory in the first six months of 2011, partially offset by higher earnings and an increase in accounts payable.

Investing cash flows. Net cash used in investing activities was $4.4 million for the six months ended June 30, 2011 compared to $4.5 million for the six months ended June 30, 2010. Investing activities for the first six 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 $1.0 million in the six month period ended June 30, 2011 and 2010.

Our revolving credit facility has been extended through March 14, 2012 and will automatically terminate on that date. We anticipate entering into a new revolving credit facility on similar terms with a three to five year maturity during the second half of 2011. Although there can be no assurance that we will be able to do so on acceptable terms or at all. See “Risk Factors”.

At June 30, 2011, the Consolidated Coverage Ratio, as defined in the Indenture relating to our 8.75% Notes, was 2.3 to 1, which was greater than the Indenture debt incurrence covenant of 2.0 to 1. We are prohibited from incurring additional indebtedness when the Consolidated Coverage ratio is below 2.0 to 1. The Indenture permits certain exceptions with respect to capitalized lease obligations and other arrangements that are incurred for the purpose of financing all or part of the purchase price or cost of construction or improvements of property used in our business. Amounts available to be drawn on our existing revolving credit agreement are not subject to this limitation.

Our revolving credit facility provides for available borrowings of up to $50.0 million in revolving loans. Available borrowings are subject to a borrowing base of eligible accounts receivable, inventory, machinery and equipment, and real estate. Borrowings under our revolving credit facility are secured by substantially all of our assets and the assets of our subsidiaries. Our revolving credit facility also includes a sub-facility for up to $15.0 million for letters of credit. As of June 30, 2011, we had no borrowings under the facility and our borrowing base would have supported debt borrowings of $50.0 million under our revolving credit 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 ~~were~~have been no material changes in critical accounting policies during the ~~three~~six months ended ~~March~~June 3130, 2011.

~~Forward-Looking~~Item ~~Statements~~3. Quantitative and Qualitative Disclosures About Market Risk

~~There~~The ~~are~~Company ~~forward-looking~~is ~~statements~~subject into ~~this~~certain ~~report~~market risks, including, ~~without~~interest ~~limitation,~~rate ~~statements~~risk ~~relating~~and toforeign ~~the~~currency ~~Company’s~~risk. The ~~plans,~~adverse ~~strategies,~~effects ~~objectives,~~of ~~expectations,~~potential ~~intentions~~changes ~~and~~in ~~adequacy~~these ofmarket ~~resources~~risks are discussed below. ~~Investors~~The ~~are~~sensitivity ~~cautioned~~analysis presented does not consider the effects that such ~~forward-looking~~adverse ~~statements~~changes ~~involve~~may ~~risks~~have ~~and~~on ~~uncertainties~~economic ~~including~~activity, ~~without~~nor ~~limitation,~~do ~~the~~they ~~following:~~consider ~~(1) the~~additional ~~Company’s~~actions ~~plans,~~management ~~strategies,~~may ~~objectives,~~take ~~expectations~~to ~~and~~mitigate ~~intentions~~the ~~are~~Company’s ~~subject~~exposure to ~~change~~such atchanges. Actual ~~any~~results ~~time~~may atdiffer. See the ~~discretion~~Notes ofto the ~~Company;~~Consolidated ~~(2) other~~Financial ~~risks~~Statements ~~and~~for ~~uncertainties~~a ~~indicated~~description ~~from~~of ~~time to time in~~ the Company’s ~~filings~~accounting ~~with~~policies ~~the~~and ~~Securities~~other ~~and~~information ~~Exchange~~related ~~Commission~~to these financial instruments.

~~Item~~Interest ~~3. Quantitative and Qualitative Disclosures About Market Risks~~Rates

~~The~~As of June 30, 2011, the Company ishad ~~subject~~$198.8 tomillion ~~certain~~of ~~market~~8.75% ~~risks,~~Notes ~~including~~outstanding ~~interest~~with ~~rate~~an ~~risk~~estimated ~~and~~fair ~~foreign~~value ~~currency~~of ~~risk~~approximately $202.8 million based upon their traded value at June 30, 2011. ~~The~~Market ~~adverse~~risk, ~~effects~~estimated ofas the potential ~~changes~~decrease in ~~these~~fair ~~market~~value ~~risks~~resulting ~~are~~from ~~discussed~~a ~~below~~hypothetical 1.0% increase in interest rates, was approximately $6.2 million as of June 30, 2011.

~~Interest Rates~~20

AsForeign of March 31, 2011, the Company had $198.8 million of 8.75% Notes, long-term debt outstanding, with an estimated fair value of approximately $198.3 million based upon their traded value at March 31, 2011. Market risk, estimated as the potential increase in fair value resulting from a hypothetical 1.0% decrease in interest rates, was approximately $6.1 million as of March 31, 2011.Currency

~~Foreign~~Morgan ~~Currency~~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.

~~Morgan has a manufacturing plant in Canada and the functional currency of Morgan’s Canadian operations is the Canadian dollar.~~ Specialty Manufacturing Division has ~~one~~a ~~plant~~precision inmachining ~~Mexico~~plant ~~and one~~ in Malaysia; ~~however,~~and the functional currency is the ~~U.S.~~United States dollar. WeAny dotranslation ~~not~~gains ~~currently~~and ~~employ~~losses ~~risk~~related ~~management~~to ~~techniques~~this toforeign ~~manage~~operation ~~potential~~are ~~exposure~~included toin ~~foreign~~Specialty ~~currency~~Manufacturing’s ~~fluctuations~~income statement.

Item 4. Controls and Procedures

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-—15~~(e)~~ 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 ~~(i)~~ recorded, processed, summarized and reported within the required time periods and (ii) accumulated and communicated to the Company’s management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

~~During~~In ~~the~~June 2011, ~~three~~management ~~months~~determined ~~ended~~that ~~March~~it was necessary to amend its 2010 Annual Report on Form ~~31,~~10-K ~~2011,~~as wea ~~have~~result ~~made~~of noan ~~change~~error detected in ~~our~~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 ~~over~~due to the lack of adequate oversight in the preparation of its financial ~~reporting~~statements ~~that~~and has ~~materially~~taken ~~affected,~~steps orto isimprove ~~reasonably~~oversight ~~likely~~in tothis ~~materially~~area ~~affect,~~by ~~our~~hiring additional qualified accounting personnel during the second quarter of 2011. Management has determined that this internal ~~controls~~control ~~over~~issue ~~financial~~has ~~reporting~~been fully remediated.

Except as described in the preceding paragraph, during the three months ended June 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 ~~are included~~ 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.

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

[Removed and Reserved]

Item 5. Other Information

None.

Item 6. Exhibits

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.

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

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.

		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.,

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

		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

~~32.2~~* ~~Section~~Filed ~~1350 Certificate of the Chief Financial Officer~~herewith.

*	Filed 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.

(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: May 12, 2011	By:	/s/ Michael O’Connor
Date: July 18, 2011		By:	/s/Michael O’Connor
	~~Michael O’Connor, Chief Financial Officer~~	Michael O’Connor, Chief Financial Officer

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