10-Q/A

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q/A

(Amendment No.1)

xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the transition period from                to                

Commission file number 033-75154

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 x  No o

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

Large Accelerated Filer: o	Accelerated Filer: o
Non-accelerated Filer x	Smaller Reporting Company: o

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

There were 3,059 shares of Common Stock, $.01 par value, of the registrant outstanding as of August 11, 2011.

Explanatory Note

This Amendment No. 1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the Securities and Exchange Commission on July 18, 2011, is being filed solely to furnish Exhibit 101 XBRL interactive data files in accordance with Rule 405 (a)(2) of Regulation S-T. This Amendment No. 1 speaks as of July 18, 2011 and does not otherwise change or update the disclosures set forth in the Form 10-Q as originally filed and does not otherwise reflect events occurring after July 18, 2011.

Pursuant to Rule 406T of Regulation S-T, the interactive data files contained in Exhibit 101 are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

2

SIGNATURE

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

	J.B. POINDEXTER & CO., INC.
	(Registrant)
Date: August 11, 2011	By:	/s/Michael O’Connor
	Michael O’Connor, Chief Financial Officer

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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.
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

4.12 (10)	Sixth Supplemental Indenture dated September 4, 2007, to the Indenture dated as of March 15, 2004, with respect to J.B. Poindexter & Co., Inc.’s 8.75% Senior Notes due 2014, among J.B. Poindexter & Co., Inc., the subsidiary guarantors named therein and Wilmington Trust Company, as trustee.
4.13 (11)	Seventh Supplemental Indenture dated December 31, 2008, to the Indenture dated as of March 15, 2004, with respect to J.B. Poindexter & Co., Inc.’s 8.75% Senior Notes due 2014, among J.B. Poindexter & Co., Inc., the subsidiary guarantors named therein and Wilmington Trust Company, as trustee.
10.1 (4)	Loan and Security Agreement dated March 15, 2004, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.
10.2 (4)	First Amendment to Loan and Security Agreement dated May 13, 2004, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.
10.3 (5)	Limited Consent and Second Amendment to Loan and Security Agreement dated November 3, 2004, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.
10.4 (5)	Third Amendment to Loan and Security Agreement dated January 20, 2005, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.
10.5 (4)	Sales Agreement dated October 1, 2004 between E. I. du Pont de Nemours and Company and Morgan Trailer Mfg. Co.
10.6 (4)	Sales Agreement dated October 1, 2004 between E. I. du Pont de Nemours and Company and Truck Accessories Group, Inc.
10.7 (1)	Form of Incentive Plan for certain employees of the subsidiaries of J.B. Poindexter & Co., Inc.
10.8 (12)	Form of Long Term Performance Plan
10.9 (5)	Management Services Agreement dated as of May 23, 1994, between J.B. Poindexter & Co., Inc. and Southwestern Holdings, Inc.
10.10 (3)	Management Services Agreement effective as of December 19, 2003, between J.B. Poindexter & Co., Inc., Morgan Trailer Mfg. Co., and Morgan Olson.
10.11 (6)	Fourth Amendment to Loan and Security Agreement dated April 25, 2005, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.
10.12 (9)	Limited Consent, Joinder and Fourth Omnibus Amendment dated October 10, 2006, among J.B. Poindexter & Co., Inc., certain subsidiaries thereof, certain other loan parties signatories thereto and LaSalle Bank National Association, a national banking association, for itself, as a lender, and as the agent for the lenders.

5

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
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF**	XBRL Definition Linkbase Document

*	Previously filed or furnished as an Exhibit to our original report on Form 10-Q for the quarter ended June 30, 2011, filed on July 18, 2011.
**	Filed herewith.

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(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.

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

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash flows from operating activities:
Net income	$ 6,180	$ 1,757
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization	8,451	8,118
Amortization of debt issuance costs	280	280
Provision for excess and obsolete inventory	1,066	140
Provision for doubtful accounts receivable	203	36
Deferred income tax provision	1,869	(158)
Other	84	367
Change in assets and liabilities:
Accounts receivable	(18,794)	(11,817)
Inventories	(18,958)	(3,166)
Prepaid expenses and other	1,078	(1,428)
Income tax receivable	2,688	862
Accounts payable	13,208	6,565
Accrued income taxes	68	970
Other accrued liabilities	964	2,824
Net cash (used for) provided by operating activities	(1,613)	5,350
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment	173	34
Purchase of property, plant and equipment	(4,320)	(4,882)
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	(959)	(989)
Net cash used in financing activities	(959)	(989)
Effect of exchange rate on cash	8	5
Change in cash and cash equivalents	(7,005)	(156)
Cash and cash equivalents at beginning of period	58,382	54,176
Cash and cash equivalents at end of period	$ 51,377	$ 54,020

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Current assets
Cash and cash equivalents	$ 51,377	$ 58,382
Accounts receivable, net	54,614	36,023
Inventories, net	79,470	61,578
Deferred income taxes	463	463
Income tax receivable	6,599	9,287
Prepaid expenses and other	1,804	2,891
Total current assets	194,327	168,624
Property, plant and equipment, net	52,879	56,436
Goodwill	35,000	35,000
Intangible assets, net	13,582	14,299
Other assets	12,275	12,365
Total assets	308,063	286,724
Current liabilities
Current portion of long-term debt	2,260	2,260
Accounts payable	40,175	26,966
Accrued compensation and benefits	9,910	9,647
Other accrued liabilities	18,280	16,805
Total current liabilities	70,625	55,678
Noncurrent liabilities
Long-term debt, less current portion	200,036	201,233
Deferred income taxes	5,483	3,614
Employee benefit obligations and other	8,086	8,554
Total noncurrent liabilities	213,605	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	537	529
Retained earnings (accumulated deficit)	3,810	(2,370)
Total stockholder's equity	23,833	17,645
Total liabilities and stockholder's equity	$ 308,063	$ 286,724

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Income Taxes.

6 Months Ended

Jun. 30, 2011

Income Taxes.

Income Taxes.

(8) Income Taxes.

The income tax provision for the periods ended June 30, 2011 and 2010 was recorded based on the Company’s estimated annual effective tax rate.

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”) 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 30, 2011 and $544 at June 30, 2010.  This decrease was mainly due to lapses of statutes of limitations on certain filings.

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

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Comprehensive Income.

6 Months Ended

Jun. 30, 2011

Comprehensive Income.

Comprehensive Income.

(4) Comprehensive Income.

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

	For the three months ended June 30,						For the six monthsended 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

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Closed and Excess Facility Costs.

6 Months Ended

Jun. 30, 2011

Closed and Excess Facility Costs.

Closed and Excess Facility Costs.

(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.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2011	Jul. 15, 2011
Document and Entity Information
Entity Registrant Name	POINDEXTER J B & CO INC
Entity Central Index Key	0000918962
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		3,059
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2

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Contingencies.

6 Months Ended

Jun. 30, 2011

Contingencies.

Contingencies.

(9) Contingencies.

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

Letters of Credit and Other Commitments.  The Company had $59 and $1,360 in standby letters of credit outstanding at 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.

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Basis of Presentation and Opinion of Management.

6 Months Ended

Jun. 30, 2011

Basis of Presentation and Opinion of Management.

Basis of Presentation and Opinion of Management.

(2) Basis of Presentation and Opinion of Management.

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

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Inventories.

6 Months Ended

Jun. 30, 2011

Inventories.

Inventories.

(5) Inventories.

Consolidated inventories, net, consisted of the following:

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

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Long-Term Debt.

6 Months Ended

Jun. 30, 2011

Long-Term Debt.

Long-Term Debt.

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

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Supplemental Cash Flow Information.

6 Months Ended

Jun. 30, 2011

Supplemental Cash Flow Information.

Supplemental Cash Flow Information.

(7) Supplemental Cash Flow Information.

The supplemental cash flow information for the six months ended June 30, 2011 and 2010 was as follows:

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

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Organization and Business

6 Months Ended

Jun. 30, 2011

Organization and Business

Organization and Business

(1) Organization and Business

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

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Segment Data.

6 Months Ended

Jun. 30, 2011

Segment Data.

Segment Data.

(3) Segment Data.

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

	For the three months ended June 30,						For the six months ended June 30,
	2011			2010			2011			2010
Net Sales:
Morgan	$	97,595		$	69,690		$	161,734		$	114,300
Truck Accessories	32,014			33,300			63,821			63,241
Morgan Olson	22,309			20,910			34,247			47,713
Specialty Manufacturing	48,041			38,085			94,774			70,075
Net Sales	$	199,959		$	161,985		$	354,576		$	295,329
Operating Income (Loss):
Morgan	$	10,559		$	6,315		$	13,011		$	6,877
Truck Accessories	2,903			4,052			4,895			6,459
Morgan Olson	409			792			(298		)	2,513
Specialty Manufacturing	3,016			684			5,437			(633		)
Parent	(1,309		)	(1,759		)	(3,745		)	(3,323		)
Operating Income	$	15,578		$	10,084		$	19,300		$	11,893

	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

Morgan has two customers (truck leasing and rental companies) that together accounted for approximately 61% and 64% of Morgan’s net sales during 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 (a delivery service company) that accounted for 39% and 37% of Morgan Olson’s net sales during each of the six months ended June 30, 2011 and 2010, respectively.  Accounts receivable from this customer totaled $4,480 and $4,377 at June 30, 2011 and December 31, 2010, respectively.  Specialty Manufacturing’s net sales are concentrated among international oilfield service companies, with two customers that accounted for approximately 47.1% and 32.2% of Specialty Manufacturing’s net sales during each of the six months ended June 30, 2011 and 2010, respectively.  Accounts receivable from these customers totaled $8,987 and $8,272 at June 30, 2011 and December 31, 2010, respectively.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Jun. 30, 2011	Dec. 31, 2010
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares issued	3,059	3,059
Common stock, shares outstanding	3,059	3,059