UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 12, 2011
J.B. POINDEXTER & CO., INC.
(Exact name of registrant as specified in its charter)
Delaware |
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033-75154 |
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76-0312814 |
(State or other jurisdiction of |
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(Commission file number) |
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(I.R.S. Employer Identification No.) |
600 Travis, Suite 200, Houston, Texas 77002
(Address of principal executive office) (Zip Code)
Registrants telephone number, including area code: (713) 655-9800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers.
On September 12, 2011, J.B. Poindexter and Co., Inc. (the Company) issued a press release announcing the departure of its former Executive Vice President and Chief Operating Officer. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference to this Item 5.02.
Robert Preston, the Companys former Executive Vice President and Chief Operating Officer, has separated from the Company effective September 12, 2011. In addition to any payments to which Mr. Preston may be entitled pursuant to our incentive compensation plans described in our Annual Report on Form 10-K for the year ended December 31, 2010, as amended, we may be obligated to pay Mr. Prestons base salary through September 12, 2012 as well as a pro-rated bonus for 2011. The Company and Mr. Preston are discussing the terms of his separation, and such terms will be described in an amendment to this Form 8-K after completion of those discussions.
Item 9.01 Financial Statements and Exhibit.
(d) |
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Exhibits |
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The following Exhibits are filed herewith: |
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99.1 |
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Press Release dated September 12, 2011. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
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J.B. POINDEXTER & CO., INC. | |
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Date: September 15, 2011 |
By: |
/s/ Michael OConnor |
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Michael OConnor |
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Chief Financial Officer |
EXHIBIT 99.1
HOUSTON, TEXAS SEPTEMBER 12, 2011
J.B. Poindexter & Co., Inc., which designs, manufactures and markets commercial truck bodies, delivery vans, pickup truck caps and tonneaus, funeral coaches and limousines, specialty oil and gas industry equipment, and expanded foam packaging, today announces that Robert Preston, its former Executive Vice President and Chief Operating Officer, has separated from the Company effective September 12, 2011.
John Poindexter, the Companys Chairman, Chief Executive Officer and President, will assume Mr. Prestons responsibilities while the Company conducts its search for a new COO. The Company anticipates that this change in the executive team will not affect its operations or financial performance.
As previously announced on July 13, 2011 the Company released unaudited revenues and earnings for the three and six months ended June 30, 2011 as follows (in thousands):
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For the Three Months |
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For the Six Months |
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Ended June 30, |
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Ended June 30, |
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2011 |
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2010 |
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2011 |
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2010 |
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(Unaudited) |
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(Unaudited) |
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(Unaudited) |
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(Unaudited) |
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Net Sales |
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Morgan |
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$ |
97,595 |
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$ |
69,690 |
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$ |
161,734 |
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$ |
114,300 |
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Morgan Olson |
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22,309 |
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20,910 |
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34,247 |
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47,713 |
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Truck Accessories |
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32,014 |
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33,300 |
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63,821 |
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63,241 |
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Specialty Manufacturing |
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48,041 |
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38,085 |
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94,774 |
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70,075 |
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Total |
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$ |
199,959 |
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$ |
161,985 |
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$ |
354,576 |
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$ |
295,329 |
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Operating Income (Loss) |
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Morgan |
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$ |
10,559 |
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$ |
6,315 |
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$ |
13,011 |
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$ |
6,877 |
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Morgan Olson |
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409 |
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792 |
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(298 |
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2,513 |
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Truck Accessories |
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2,903 |
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4,052 |
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4,895 |
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6,459 |
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Specialty Manufacturing |
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3,016 |
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684 |
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5,437 |
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(633 |
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JBPCO (Corporate) |
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(1,309 |
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(1,759 |
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(3,745 |
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(3,323 |
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Total |
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$ |
15,578 |
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$ |
10,084 |
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$ |
19,300 |
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$ |
11,893 |
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As of June 30, 2011 we had approximately $51 million of cash and $50 million of available borrowing capacity under our revolving credit facility.
Contact: Michael OConnor, Chief Financial Officer of J.B. Poindexter & Co., Inc., 713-655-9800