POINDEXTER J B & CO INC
10-Q, 1997-08-13
TRUCK & BUS BODIES
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                                  United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

    (Mark one)
              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 1997
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
            For the transition period from ____________ to __________
                         Commission file number 33-75154
                           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)

                                 1100 Louisiana
                                   Suite 5400
                                 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 X No

There were 3,059  shares of Common  Stock,  $.01 par  value,  of the  registrant
outstanding as of August 1, 1997.


                                        1



<PAGE>



                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                  J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                       June 30,  December 31,
                                    ASSETS                               1997        1996
                                                                     ----------- -----------
                                                                     (Unaudited)
<S>                                                                  <C>          <C>
Current assets
     Restricted cash ..............................................   $   2,737    $   2,607
     Accounts receivable, net of allowance for doubtful accounts of
           $1,835 and $1,863, respectively ........................      40,615       31,258
     Inventories, net .............................................      56,243       48,612
     Deferred income taxes ........................................       2,596        2,588
     Prepaid expenses and other ...................................       2,016        2,139
                                                                      ---------    ---------
           Total current assets ...................................     104,207       87,204
Property, plant and equipment, net ................................      50,191       51,097
Goodwill, net .....................................................      21,189       21,773
Other assets ......................................................      12,249       13,407
                                                                      ---------    ---------
           Total assets ...........................................   $ 187,836    $ 173,481
                                                                      =========    =========

                      LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities
     Short-term debt ..............................................   $   1,019    $     917
     Current portion of long-term debt ............................       1,383        1,885
     Borrowings under revolving credit facility ...................      31,020       28,238
     Accounts payable .............................................      22,813       14,624
     Accrued interest payable .....................................       1,882        1,682
     Accrued income taxes .........................................         501          372
   Other accrued liabilities ......................................      19,457       17,120
                                                                      ---------    ---------
           Total current liabilities ..............................      78,075       64,838
                                                                      ---------    ---------
Noncurrent liabilities
     Long-term debt, less current portion .........................     102,233      102,767
     Employee benefit obligations and other .......................       3,155        2,846
                                                                      ---------    ---------
           Total noncurrent liabilities ...........................     105,388      105,613
                                                                      ---------    ---------
Commitments and contingencies
Stockholder's equity
     Common stock and paid-in capital .............................      16,486       16,486
     Cumulative translation adjustment ............................         (40)          39
     Accumulated deficit ..........................................     (12,073)     (13,495)
                                                                      ---------    ---------
           Total stockholder's equity .............................       4,373        3,030
                                                                      ---------    ---------
           Total liabilities and stockholder's equity .............   $ 187,836    $ 173,481
                                                                      =========    =========

<FN>
              The accompanying notes are an integral part of these
                       consolidated financial statements.
</FN>
</TABLE>

                                      - 2 -


<PAGE>



                  J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
           (Unaudited-in thousands except share and per share amounts)

<TABLE>
<CAPTION>
                                                 For the Three Months       For the Six Months
                                                    Ended June 30,            Ended June 30,

                                                   1997         1996         1997         1996
                                                ---------    ---------    ---------    ---------
<S>                                             <C>          <C>          <C>          <C>
Net sales ...................................   $ 128,330    $ 122,132    $ 230,328    $ 221,034
Cost of sales ...............................      98,560       94,333      179,405      173,676
                                                ---------    ---------    ---------    ---------
Gross Profit ................................      29,770       27,799       50,923       47,358
Selling, general and administrative expense .      21,774       21,601       42,662       42,316
Other income ................................        (459)        (135)      (3,177)        (105)
                                                ---------    ---------    ---------    ---------
Operating income ............................       8,455        6,333       11,438        5,147
Interest expense ............................       4,253        4,140        8,495        8,055
                                                ---------    ---------    ---------    ---------
Income (Loss) before income taxes
   and extraordinary loss ...................       4,202        2,193        2,943       (2,908)
Income tax provision (benefit) ..............       1,171        1,079        1,521         (906)
                                                ---------    ---------    ---------    ---------
Income (Loss) before extraordinary loss .....       3,031        1,114        1,422       (2,002)
Extraordinary loss on refinancing of revolver
   debt, net of income tax benefit of $135 ..        --            260         --            260
                                                ---------    ---------    ---------    ---------
Net income (loss) ...........................   $   3,031    $     854    $   1,422    $  (2,262)
                                                =========    =========    =========    =========

Income (loss) per share:
   Income (loss) before extraordinary loss ..   $     991    $     364    $     465    $    (654)
   Extraordinary loss .......................        --             85         --             85
                                                ---------    ---------    ---------    ---------
   Net income (loss) ........................   $     991    $     279    $     465    $    (739)
                                                =========    =========    =========    =========

Weighted average shares outstanding .........       3,059        3,059        3,059        3,059
                                                =========    =========    =========    =========

<FN>
              The accompanying notes are an integral part of these
                       consolidated financial statements.
</FN>
</TABLE>

                                      - 3 -


<PAGE>



                  J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited-In thousands)
<TABLE>
<CAPTION>
                                                                            For the Six Months
                                                                               Ended June 30,
                                                                            1997          1996
                                                                           ------        ------
<S>                                                                    <C>           <C>        
Net income (loss) ..................................................   $    1,422    $   (2,262)
Adjustments to reconcile net income (loss) to net cash
     provided by (used in) operating activities
     Depreciation and amortization .................................        6,148         6,007
     (Gain) loss on sale of equipment ..............................       (2,945)           91
     Extraordinary loss on extinguishment of debt ..................         --             260
     Deferred federal income tax provision .........................          869          (863)
     Other .........................................................          282          (131)
Increase (decrease) in operating cash flows resulting from:
     Accounts receivable ...........................................       (9,349)       (4,991)
     Inventories ...................................................       (7,633)       (4,017)
     Prepaid expenses and other ....................................         (138)         (443)
     Accounts payable ..............................................        8,185        11,221
     Accrued income taxes ..........................................          129          (874)
     Accrued expenses and other ....................................        1,682         1,932
                                                                       ----------    ----------
       Net cash provided by (used in) operating activities .........       (1,348)        5,930
                                                                       ----------    ----------
Cash flows used in investing activities:
     Proceeds from disposition of property plant and equipment .....        3,554           351
     Acquisition of property, plant and equipment ..................       (4,091)       (3,404)
     Other .........................................................          (17)         --
                                                                       ----------    ----------
        Net cash used in investing activities ......................         (554)       (3,053)
                                                                       ----------    ----------
Cash flows provided by (used in) financing activities:
     Net proceeds (payments) of revolving lines of credit and
        short-term debt ............................................        3,135        (1,379)
     Payments of long-term debt and capital leases .................         (978)       (1,081)
     Refinancing costs .............................................         (125)         (150)
                                                                       ----------    ----------
        Net cash provided by (used in) financing activities ........        2,032        (2,610)
                                                                       ----------    ----------
Increase in restricted cash and cash equivalents ...................          130           267
Restricted cash and cash equivalents, beginning of period ..........        2,607         1,714
                                                                       ----------    ----------
Restricted cash and cash equivalents, end of period ................   $    2,737    $    1,981
                                                                       ==========    ==========
Supplemental information:
     Cash paid for income taxes, net of refunds ....................   $      118    $      507
                                                                       ==========    ==========
     Cash paid for interest cost ...................................   $    7,995    $    7,463
                                                                       ==========    ==========


<FN>
              The accompanying notes are an integral part of these
                       consolidated financial statements.
</FN>
</TABLE>

                                      - 4 -

<PAGE>



                  J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


(1)  Organization  and Business.  J.B.  Poindexter & Co.,  Inc.  (JBPCO) and its
subsidiaries (the Subsidiaries,  and, together with JBPCO, the Company), operate
manufacturing and wholesale  distribution  businesses.  Subsidiaries  consist of
Morgan Trailer Mfg. Co.,  (Morgan),  Truck Accessories  Group, Inc., (TAG), Lowy
Group,  Inc.  (Lowy),  EFP Corporation  (EFP),  and Magnetic  Instruments  Corp.
(Magnetic Instruments).

    The consolidated  financial statements included herein have been prepared by
the  Company,  without  audit,  pursuant  to 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.  Certain  information and footnote  disclosures
normally included in financial  statements prepared in accordance with generally
accepted  accounting  principles have been condensed or omitted pursuant to such
rules and  regulations.  However,  the Company believes that the disclosures are
adequate to make the  information  presented  not  misleading.  These  financial
statements should be read in conjunction with the audited consolidated financial
statements and notes thereto for the year ended December 31, 1996 filed with the
Securities and Exchange Commission on Form 10-K.

(2) Earnings Per Share.  In February  1997, the Financial  Accounting  Standards
Board  issued  Statement  No.128,  Earnings  per Share,  which is required to be
adopted on December 31, 1997. Since the Company has no common stock  equivalents
outstanding, this statement will not impact the earnings per share calculation.

(3)  Inventories.  Consolidated  net  inventories  consist of the  following (in
thousands):
                                                      June 30,      December 31,
                                                        1997              1996
                                                    ---------        ----------
FIFO Basis Inventory:

        Raw Materials ......................          $17,512           $13,231
        Work in Process ....................           14,550            12,052
        Finished Goods .....................           13,084            12,436
                                                      -------           -------
                                                       45,146            37,719
                                                      -------           -------
LIFO Basis Inventory:

        Raw Materials ......................            2,685             2,041
        Work in Process ....................            1,667             1,595
        Finished Goods .....................            6,745             7,257
                                                      -------           -------
                                                       11,097            10,893
                                                      -------           -------

Total Inventory ............................          $56,243           $48,612
                                                      =======           =======


        If the  first-in,  first-out  method had been used for all  inventories,
inventories  would have  approximated the reported value at June 30, 1997 and at
December 31, 1996.

                                      - 5 -


<PAGE>



(4) Income Taxes.  The provision for income taxes differs from amounts  computed
based on the federal  statutory  rates  primarily  as the result of state income
taxes in jurisdictions  where no benefits will be received for losses at certain
divisions and as the result of non-deductible goodwill amortization.

(5)     Contingencies.

        Claims and  Lawsuits.  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.

        Concentration of Credit Risk.  Morgan  had  two  customers (three during
1996) accounting for  approximately 57% and 33% of Morgan's net sales during the
six  months  ended  June 30,  1997 and  1996,  respectively,  and 23% and 12% of
consolidated net sales, respectively.

        Environmental   Matters.   Morgan  has  been  named  as  a   potentially
responsible party ("PRP") with respect to its generation of hazardous  materials
alleged to have been  handled or disposed of at two Federal  Superfund  sites in
Pennsylvania.  Typically, the generator portion of the costs are allocated among
identified  generators,  with each generator bearing costs  proportionate to the
volume and nature of the wastes it disposed  of at the site.  Although a precise
estimate of  liability  cannot  currently  be made with  respect to these sites,
based upon information known to Morgan, the Company currently believes that it's
proportionate  share,  if any, of the ultimate  costs  related to any  necessary
investigation  and remedial work at those sites will not have a material adverse
effect on the Company.

        National Steel Service  Center  (NSSC),  a company into which Morgan was
merged during 1993,  has been listed as a potentially  responsible  party at one
other Federal Superfund site.  Although the extent of NSSC's liability,  if any,
is not known at this time,  management  currently believes that NSSC's allocated
share of the ultimate costs related to any necessary  investigation and remedial
work at this site will not have a material adverse effect on the Company.


                                      - 6 -


<PAGE>



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

        The Company operates in industries that are dependent on various factors
reflecting  general  economic  conditions,  including  corporate  profitability,
consumer spending  patterns,  sales of truck chassis and new pickup trucks,  new
and  remodeling  construction  activity  and  levels of oil and gas  exploration
activity.

Results of Operations

    Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996

        Net sales  increased 4% to $230.3  million for the six months ended June
30, 1997 compared to $221.0  million during 1996. The increase was due primarily
to Morgan whose sales increased 21% or $16.1 million which was partially  offset
by sales at TAG which decreased 13% or $11.0 million.  The Company also recorded
sales increases at Magnetic  Instruments of 20% or $2.6 million and at EFP of 9%
or $1.3 million.

        Cost of sales  increased  3% to $179.4  million for the six months ended
June 30, 1997 compared to $173.7 million during 1996.  Gross profit increased 7%
to $50.9 million (22% of net sales) for the first six months of 1997 compared to
$47.4  million  (21% of net sales) for 1996.  The  increase in gross profit as a
percentage of net sales was due primarily to improved  gross margin  performance
at Morgan and EFP.

        Selling,  general and  administrative  expense  increased  0.8% to $42.7
million  (19% of net sales) for the six months  ended June 30, 1997  compared to
$42.3 million (19% of net sales) during 1996.

        Operating  income more than  doubled to $11.4  million (5% of net sales)
for the six months  ended June 30,  1997  compared to  operating  income of $5.2
million  (2% of net sales) in 1996.  Operating  income for the six months  ended
June 30, 1997  includes a $3.0 million gain on the sale of certain real property
by the Lowy Group.

        Interest  expense  increased  5% to $8.5  million  during the six months
ended June 30, 1997  compared to $8.1 million  during 1996.  Average  short-term
borrowings  increased $2.3 million or 8% during the 1997 period  compared to the
same period in 1996.

        The provision for income tax of $1.5 million for the first six months of
1997 or an effective rate of 52% exceeds  amounts  computed based on the federal
statutory rates  primarily as the result of state income taxes in  jurisdictions
where no  benefits  will be  received  for  losses  at TAG and as the  result of
non-deductible goodwill amortization.

               Second Quarter 1997 Compared to Second Quarter 1996

        Net sales for the  quarter  ended June 30, 1997  increased  5% to $128.3
million compared to $122.1 million for the same period in 1996. The increase was
due  primarily  to an $11.0  million  improvement  in sales at Morgan  partially
offset by a 15% or $6.7 million decrease in sales at TAG.

        Cost of sales  increased 5% to $98.6  million  during the quarter  ended
June 30,  1997  compared to $94.3  million  for the same  period in 1996.  Gross
profits increased $1.9 million to $29.8 million during

                                      - 7 -


<PAGE>



the quarter ended June 30, 1997 compared to $27.9 million during the prior year.
Gross profits as a percentage  of net sales were 23% during the current  quarter
equal to the same quarter in 1996.

        Selling, general and administrative expense increased $0.2 million or 1%
to $21.8  million  during the  quarter  compared  to $21.6  million for the same
period in the prior  year.  Selling,  general  and  administrative  expense as a
percent of sales remained at approximately 17% of sales.

        Operating income increased 34% to $8.5 million (7% of net sales) for the
second  quarter of 1997 compared to $6.3 million (5% of net sales) in 1996.  The
increase was due primarily to a $2.7 million or 71% increase in operating income
at Morgan partially  offset by a $1.5 million  deterioration in operating income
at TAG.

Morgan

    Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996

        Net sales  increased  21% to $93.4  million  for the first six months of
1997  compared  to sales of $77.3  million  for the first six  months of 1996 as
demand for Morgan's  commercial van bodies  increased.  Shipments  increased 32%
during the 1997 period  compared to 1996  including  an 83% increase in consumer
rental product shipments. Backlog at June 30, 1997 was $39.2 million compared to
$39.4 million at December 31, 1996.

        Cost of sales increased 17% to $78.3 million for the first six months of
1997  compared  to $67.1  million  for the same  period  in 1996.  Gross  profit
increased  48% to $15.1 million (16% of net sales) during 1997 compared to $10.2
million (13% of net sales)  during 1996,  due  primarily to increased  sales and
improved absorption of overhead costs.

        Selling, general and administrative expense increased 5% to $7.1 million
(8% of net sales) for the first six months of 1997  compared to $6.7 million (9%
of net sales) for the same period of 1996.

        Morgan's  operating income increased $4.5 million to $8.0 million during
the first six months of 1997  compared to $3.5  million for the first six months
of 1996 due to the  increase in gross  margins and the  improved  absorption  of
overhead costs.

               Second Quarter 1997 Compared to Second Quarter 1996

        Net sales  increased 25% to $56.0 million for the second quarter of 1997
compared  to $44.9  million  for the  second  quarter  of 1996,  as  demand  for
commercial  van bodies  increased.  The number of units  shipped  increased  33%
during  the  1997  period  compared  to 1996  primarily  due to an  increase  in
shipments of consumer rental units. Consumer rental sales increased $4.9 million
or 51% and retail sales increased $4.9 million or 15%.

        Cost of sales  increased 22% to $45.8 million for the second  quarter of
1997  compared  to $37.7  million  for the same  period  in 1996.  Gross  profit
increased  40% to $10.1  million (18% of net sales) during 1997 compared to $7.2
million (16% of net sales)  during 1996.  The  improvement  in gross profit as a
percent of sales was  primarily  due to  improved  absorption  of  manufacturing
overhead costs.

                                      - 8 -


<PAGE>



        Selling, general and administrative expense increased 6% to $3.6 million
(6% of net sales) for the second quarter of 1997 compared to $3.4 million (8% of
net  sales)  for  the  same  period  of  1996.  Morgan's  selling,  general  and
administrative  expense as a percent of sales decreased as certain costs did not
increase in proportion to sales increases.

        Morgan's  operating  income  increased  71% to $6.5  million  during the
second  quarter of 1997 compared to $3.8 million for the second quarter of 1996.
The increase in operating  income was due  primarily to higher sales and greater
overhead absorption during the 1997 period.

Truck Accessories Group (TAG)

    Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996

        Net sales  decreased $11.0 million or 13% to $71.4 million for the first
six months of 1997  compared to $82.4  million for the same period in 1996.  TAG
Manufacturing  net third party sales  decreased 3% to $44.9  million for the six
months ended June 30, 1997 compared to $46.2 million for the first six months in
1996. Net third party sales by Leer  Manufacturing  declined $2.5 million or 10%
which was partially offset by a $2.1 million or 41% increase at Raider. Sales at
Century were consistent with the prior period.

        Net third party sales at TAG Distribution decreased 27% to $26.5 million
for the six months  ended June 30,  1997 from  $36.2  million  for the first six
months in 1996.  At Leer Retail,  sales  decreased 29% to $17.9 million and same
store sales decreased  approximately 14%, primarily due to lower cap sales. Leer
Retail  operated six fewer stores  during the 1997 period  compared to the first
six months of 1996, which reduced sales  approximately $1.3 million during 1997,
compared to 1996. Wholesale sales decreased 21% or $3.5 million primarily due to
softness in certain regional markets and the loss of customers  resulting from a
reorganization of service areas late in 1996.

        Gross profit during the first six months of 1997  decreased $3.0 million
or 14% to $18.4 million compared to $21.4 million during the 1996 period.  Gross
profit as a  percentage  of sales was 26% of net sales  during the 1997 and 1996
periods. The decrease in gross profit was due primarily to a 21% or $2.4 million
decrease in gross profit at TAG Distribution on a 27% decrease in sales.

        Selling,  general  and  administrative  expense  decreased  3% to  $22.6
million (or 33% of net sales) for the first six months of 1997 compared to $23.3
million  (or 29% of net sales)  for the first six months of 1996,  due mostly to
decreased selling and delivery expenses at TAG Distribution.

        TAG's  operating  loss  increased  $2.2  million to $4.1 million for the
first six months of 1997  compared to an operating  loss of $1.9 million for the
first six months of 1996, primarily due to lower absorption of overhead on lower
sales.

               Second Quarter 1997 Compared to Second Quarter 1996

        Net sales  decreased 15% to $38.4 million for the second quarter of 1997
compared to $45.1 million for the second  quarter of 1996. Net third party sales
by the TAG  Manufacturing  Division  decreased 4% to $24.1  million  compared to
$25.0 million during 1996. TAG Distribution Division sales

                                      - 9 -


<PAGE>



decreased  29% to $14.3 million  during 1997  compared to $20.1  million  during
1996.  At  Leer  Retail,   sales  decreased  23%,  same  store  sales  decreased
approximately  17%,  primarily due to lower cap sales.  Leer Retail operated six
fewer  stores  during the 1997 period  compared to the first six months of 1996,
which reduced sales  approximately  6%.  Wholesale sales decreased 38% primarily
due to softness in certain regional markets and the loss of customers  resulting
from a reorganization of service areas late in 1996.

        Primarily  due to lower  sales at TAG  Distribution,  TAG  gross  profit
decreased 15% to $10.3 million (27% of net sales) for the second quarter of 1997
compared to $12.1 million (27% of net sales) for the 1996 period.

        Selling,  general  and  administrative  expense  decreased  3% to  $11.6
million (or 30% of net sales) for the second  quarter of 1997  compared to $11.9
million (or 26% of net sales) for the second quarter of 1996.

        TAG's  operating  loss  increased  $1.5  million to $1.3 million for the
quarter  ended June 30, 1997  compared to an  operating  profit of $0.2  million
during the quarter ended June 30, 1996, principally because of lower sales and a
resultant decrease in the absorption of overhead.

Lowy

    Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996

        Net sales increased 1% to $34.8 million for the first six months of 1997
compared to $34.4 million for the first six months of 1996.

        Cost of sales  increased 2% to $25.0 million for the first six months of
1997  compared  to $24.8  million  for the same  period  in 1996.  Gross  profit
increased 2% to $9.8 million (28% of net sales) for the first six months of 1997
compared to $9.6 million (28% of net sales) for the 1996 period.

        Selling, general and administrative expense decreased 2% to $7.9 million
(22% of net  sales) for the first six months of 1997  compared  to $8.0  million
(23% of net  sales)  for the first  six  months of 1996.  The  decrease  was due
primarily  to  reduced  sample  expense  and  reduced  costs  associated  with a
reduction in sales personnel.

        Lowy  Distribution sold two locations during the period realizing a gain
of $3.0  million,  which was included in Other  Income and Expense,  for the six
months ended June 30, 1997. A warehouse facility near Minneapolis, Minnesota was
sold effective  March 31, 1997 and the operations  moved to new location  during
the quarter ended June 30, 1997.  Effective June 30, 1997 Lowy distribution sold
and leased back a warehouse facility in Ankeny, Iowa.

        Lowy Group's operating income increased $3.4 million to $4.9 million for
the first six months of 1997  compared to $1.6  million for the first six months
of 1996,  $3.0 million of the  improvement  was due to the gain  realized on the
sale of certain properties.




                                     - 10 -


<PAGE>



               Second Quarter 1997 Compared to Second Quarter 1996

        Net sales  decreased 1% to $18.3 million for the second  quarter of 1997
compared to $18.4 million for the second  quarter of 1996. The decrease in sales
resulted primarily from lower residential  construction activity in Lowy's trade
area and a decrease in activity by a single, large commercial customer.

        Cost of sales  remained  $12.9  million  for the second  quarter of 1997
compared  to the  second  quarter of 1996.  Gross  profit  decreased  4% to $5.3
million  (29% of net sales) for the second  quarter of 1997 versus $5.6  million
(30% of net sales) for the second  quarter of 1996. The decrease in gross profit
as a percent of net sales was  primarily  due to lower  overhead  absorption  on
lower sales.

        Selling,  general and administrative  expense decreased slightly to $4.0
million  during the second  quarter of 1997 compared to $4.1 million  during the
second quarter of 1996.

        Lowy Group's operating income increased $0.2 million to $1.7 million for
the second  quarter of 1997 compared to $1.5 million for the first six months of
1996,  primarily as a result of a $0.4 million gain on the  sale-leaseback  of a
warehouse facility.

EFP

    Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996

        Net sales increased 9% to $15.6 million for the first six months of 1997
compared to $14.4 million for the  comparable  period of 1996,  primarily due to
sales from the door core business started during 1996 and increased Styrocast(R)
sales.

         Cost of sales  increased  5% to $12.5  million  during the 1997  period
compared to $11.9 million  during 1996.  Gross profit  increased to $3.2 million
(20% of net  sales) for the first six months of 1997  compared  to $2.5  million
(17% of net  sales)  for the first six  months of 1996.  The  increase  in gross
profit as a percentage  of sales was due to lower raw material  costs and a more
favorable product mix.

        Selling,  general  and  administrative  expenses  increased  20% to $2.0
million  (12% of net sales) for the first six  months of 1997  compared  to $1.7
million (12% of net sales) during the  comparable  period of 1996.  The increase
was primarily due to greater selling expense on higher sales.

        EFP's  operating  income  increased  to $1.2  million  for the first six
months of 1997  compared to $0.9  million for the first six months of 1996,  due
primarily to improved absorption of overhead expenses including selling, general
and administrative expenses.

               Second Quarter 1997 Compared to Second Quarter 1996

        Net sales  increased 8% to $7.9  million for the second  quarter of 1997
compared to $7.4 million for the comparable period of 1996.



                                     - 11 -


<PAGE>



         Cost of sales of $6.2 million during the 1997 period  approximated  the
$6.2 million  during 1996.  Gross profit  increased $0.6 million to $1.7 million
(22% of net sales) for the second  quarter of 1997 compared to $1.1 million (15%
of net sales) for the second quarter of 1996.

        Selling,  general  and  administrative  expense  increased  22% to  $1.0
million  (13% of net  sales) for the second  quarter  of 1997  compared  to $0.8
million (11% of net sales) during the comparable  period of 1996,  primarily due
to increased sales personnel and advertising costs.

        EFP's  operating  income  increased $0.4 million to $0.7 million for the
second  quarter of 1997,  compared to  operating  income of $0.3 million for the
same period of 1996.

Magnetic Instruments

    Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996

        Net sales  increased  20% to $15.2  million  for the first six months of
1997 compared to $12.6 million during the comparable  period in 1996 as a result
of strong demand for oil field service related products.

        Cost of sales increased 21% to $10.7 million for the first six months of
1997  compared to $8.9  million for the first six months of 1996.  Gross  profit
increased  to $4.4  million  (29% of net sales) for the first six months of 1997
compared to $3.8 million (30% of net sales) for the first six months of 1996.

        Selling,  general and administrative  expenses increased to $1.6 million
(11% of net  sales) for the first six months of 1997  compared  to $1.4  million
(11% of net sales) for the comparable period in 1996.

        Operating income increased by $0.5 million to $2.8 million for the first
six months of 1997 compared to $2.3 million for the first six months of 1996.

               Second Quarter 1997 Compared to Second Quarter 1996

        Net sales  increased 23% to $7.8 million for the second  quarter of 1997
compared to $6.4 million during the comparable  period in 1996. This increase in
net sales was due to increased  demand from energy service  companies,  Magnetic
Instrument's primary market.

        Cost of sales  increased  23% to $5.5 million for the second  quarter of
1997  compared to $4.5  million  for the second  quarter of 1996.  Gross  profit
increased  21% to $2.3 million or 30% of net sales during 1997  compared to $1.9
million or 30% of net sales during the same period in 1996.

        Selling,  general and  administrative  expense increased $0.1 million to
$0.8  million for the second  quarter of 1997  compared to $0.7  million for the
second quarter of 1996. Selling, general and administrative expense as a percent
of net sales was 11% during both periods.

        Operating  income  increased to $1.5  million for the second  quarter of
1997 compared to $1.2 million for the second  quarter of 1996,  primarily due to
the increased net sales and resultant gross profit.


                                     - 12 -


<PAGE>




Liquidity and Capital Resources

        Operating activities during the six months ended June 30, 1997 used cash
of $1.3 million  compared to  generating  cash of $5.9  million  during the same
period in 1996 primarily due to increased investment in working capital. Working
capital decreased $3.2 million at June 30, 1997 compared to June 30,1996.

        The ability to borrow under the Revolving  Credit  Agreement  depends on
the amount of eligible collateral.  The amount of eligible collateral depends on
certain  advance  rates  applied  to  the  value  of  accounts  receivables  and
inventory.  At June 30, 1997 the Company had total  borrowing  capacity of $50.0
million,  of which $6.4 million was used to secure letters of credit and finance
trade  transactions.  Additionally,  $33.3  million  had been  borrowed  to fund
operations resulting in unused available borrowing capacity of $10.3 million. At
August 1, 1997 the  Company  had unused  available  borrowing  capacity of $12.2
million under the terms of the Revolving Credit Agreement.

        The Company realized proceeds of $3.6 million,  from the sale of certain
warehouse  facilities by Lowy,  which will be used to fund  operations.  Capital
expenditures  of $4.1  million  increased  20% during the six months  ended June
30,1997  compared  to  1996.  Capital   expenditures  relate  primarily  to  the
maintenance of existing capacity.

        The Company believes that it has adequate  resources to meet its working
capital and capital  expenditure  requirements  consistent  with past trends and
practices.  Management  believes  that  its  cash  balances  and  the  borrowing
availability  under the Revolving Loan Agreement will satisfy the Company's cash
requirements for the foreseeable future given its anticipated additional capital
expenditure, working capital requirements and its known obligations. The Company
is in compliance with the terms of the Revolving Loan Agreement.

PART II. OTHER INFORMATION

Item 5.       Other Information

              Management Changes

     Effective May 5, 1997, the Company  appointed  Charles E. Craig Senior Vice
President- Operations of the Company. Mr. Craig will, initially,  be responsible
for the operations of the Truck Accessories Group. He was previously employed by
Tiara Motorcoach in Elkhart, Indiana.

Item 6.       Exhibits and Reports on Form 8-K

        a.    Exhibits.   The following exhibits are filed herewith:
              None

        b.    Reports on Form 8-K. The Company filed the  following  reports on
              Form 8-K  during the  quarter  for which this Form 10-Q is filed:
              None

                                     - 13 -


<PAGE>



                                   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.
                                        (Registrant)


Date: August 12, 1997            By: S. Magee
                                 -----------------------------------------------
                                 S. Magee, Chief Financial Officer and Treasurer


                                 By: R. S. Whatley
                                 -----------------------------------------------
                                 R. S. Whatley, Chief Accounting Officer









                                                 - 14 -


<PAGE>



<TABLE> <S> <C>

<ARTICLE>                              5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM THE 1997 2ND
QUARTER 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER>                                  1,000
       
<S>                                      <C>
<PERIOD-TYPE>                          6-MOS
<FISCAL-YEAR-END>                      DEC-31-1997
<PERIOD-END>                           JUN-30-1997
<CASH>                                       2,737
<SECURITIES>                                     0
<RECEIVABLES>                               42,450
<ALLOWANCES>                                 1,835
<INVENTORY>                                 56,243
<CURRENT-ASSETS>                           104,207
<PP&E>                                      50,191
<DEPRECIATION>                                   0
<TOTAL-ASSETS>                             187,836
<CURRENT-LIABILITIES>                       78,075
<BONDS>                                    105,388
                            0
                                      0
<COMMON>                                    16,486
<OTHER-SE>                                 (12,113)
<TOTAL-LIABILITY-AND-EQUITY>               187,836
<SALES>                                    230,328
<TOTAL-REVENUES>                           230,328
<CGS>                                      179,405
<TOTAL-COSTS>                              179,405
<OTHER-EXPENSES>                                 0
<LOSS-PROVISION>                                 0
<INTEREST-EXPENSE>                           8,495
<INCOME-PRETAX>                              2,943
<INCOME-TAX>                                 1,521
<INCOME-CONTINUING>                          1,422
<DISCONTINUED>                                   0
<EXTRAORDINARY>                                  0
<CHANGES>                                        0
<NET-INCOME>                                 1,422
<EPS-PRIMARY>                                0.465
<EPS-DILUTED>                                0.465
<FN>
OTHER EXPENSES ARE INCLUDED IN SELLING, GENERAL AND ADMINISTRATIVE ON
THE FINANCIAL STATEMENTS.
</FN>
        


</TABLE>


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