United States

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM 10-K

(Mark one)[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGEACT OF 1934

For the fiscal year ended December 31, 2001OR[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIESEXCHANGE ACT OF 1934For the transition period from ____________ to __________Commission file number 33-75154J.B.POINDEXTER & CO., INC.(Exact name of registrant as specified in its charter)
Incorporated pursuant to the Laws of Delaware State

Internal Revenue Service — Employer Identification No. 76-0312814

1100 Louisiana Suite 5400, Houston, Texas 77002
(Registrant's telephone number, including area code)  (713)  655-9800Securities registered pursuant to Section 12(b) of the Act:  NoneName of each exchange where registered:  NoneSecurities registered pursuant to Section 12(g) of the Act:  None
Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90days. Yes  X  No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405 of Regulation  S-K is not contained  herein,  and willnot be contained,  to the best of registrant's  knowledge,  in definitive proxy or information statements  incorporated by reference inPart III of this Form 10-K or any amendment to this Form 10-K. [X]

State the aggregate market value of the voting stock held by non-affiliates of the registrant:  $ 0

The number of shares outstanding of each of the registrants' classes of common stock as of March 15, 2002: 3059Documents Incorporated by Reference:  None
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIESPART I.Item 1.  Business
     J.B.  Poindexter & Co., Inc.  ("JBPCO")  operates  primarily  manufacturing  businesses.  JBPCO's operatingsubsidiaries are Morgan Trailer Mfg. Co.,  ("Morgan"),  Truck Accessories  Group, Inc.,  ("TAG"),  EFP Corporation,("EFP") and the Specialty  Manufacturing  Group,  ("SMG") comprising Magnetic  Instruments Corp., ("MIC Group") andits subsidiaries: KWS Manufacturing, Inc., ("KWS") and Universal Brixius, Inc., ("Universal").

     Unless the  context  otherwise  requires,  the  "Company"  refers to JBPCO  together  with its  consolidatedsubsidiaries.  The Company is  controlled  by John B.  Poindexter.  In May 1994,  the Company  completed an initialpublic  offering  of $100  million,  121/2%  Senior  Notes  due 2004  (sometimes  referred  to  herein  as the "NoteOffering").  Concurrent with the Note Offering the Company,  including its Morgan subsidiary,  acquired,  from JohnB. Poindexter and various minority interests,  TAG, Lowy Group, EFP and the Specialty  Manufacturing  Group. During1998,  the  Company's   management  made  the  strategic  decision  to  concentrate   resources  on  the  Company'smanufacturing  operations.  Consequently,  the retail and  wholesale  distribution  operations  of TAG were sold orclosed down and the operations of Lowy Group were sold.  These  operations are treated as  discontinued  operationsfor all relevant periods in the Consolidated  Financial  Statements of the Company.  The Company manages its assetson a decentralized basis, with a small corporate staff providing strategic direction and support.

     The Company  operates and manages its subsidiaries  within four separate  business  segments.  See Note 3 tothe Consolidated Financial Statements of the Company.
***Morgan***
            Morgan is the  nation’s  largest  manufacturer  of  commercial  van bodies ("van  bodies")  for  medium-dutytrucks.  Morgan  products,  which are mounted on truck chassis  manufactured  and supplied by others,  are used forgeneral  freight  and  deliveries,  moving and  storage  and  distribution  of  refrigerated  consumables.  Its 109authorized  distributors,  six  manufacturing  plants and seven service  facilities  are in strategic  locations toprovide nationwide service to its customers,  including rental companies,  truck dealers and companies that operatefleets of  delivery  vehicles.  Formed in 1952,  Morgan  is  headquartered  in  Morgantown,  Pennsylvania,  and wasacquired in 1990.

      Morgan’s  van bodies are  manufactured  and  installed on truck  chassis,  which are  classified  by haulingcapacity  or  gross  vehicular  weight  rating  ("GVWR").  There  are  eight  classes  of  GVWR.  Morgan  generallymanufactures  products  for  Classes 3 through 7, those  having a GVWR of between  10,001  pounds  (light-duty  dryfreight vans) and 33,000 pounds  (medium-duty  trucks).  It generally does not  manufacture  products for Classes 1or 2 (pickup trucks) or Class 8.

            The  principal  products  offered by Morgan are:  dry  freight  bodies that are  typically  fabricated  withpre-painted  aluminum  or  fiberglass  reinforced  plywood  ("FRP")  panels,   hardwood  floors  and  various  doorconfigurations  to accommodate  end-user loading and unloading  requirements;  refrigerated  van bodies  fabricatedwith  insulated  aluminum  or FRP  panels  that  accommodate  controlled  temperature  and  refrigeration  needs ofend-users;  and aluminum or FRP cutaway van bodies that are installed  only on cutaway  chassis,  and are availablewith or without access to the cargo area from the cab. Morgan also  manufactures  stake bodies,  which are flatbedswith various  configurations  of  removable  sides and a limited  quantity of overhead  doors for use on van bodiesproduced by Morgan and other truck body manufacturers.

             Some of the components of Morgan’s  products,  such as certain  patented methods for making curtained doorsfor vehicle bodies,  are proprietary.  Morgan  distributes  spare parts through and offers limited service programsat its own service and parts facilities and through its 109 authorized distributors.

             *Customers  and Sales.*  The truck  body  industry  has two major  categories  of  customers:  (1)  customersoperating their own fleets of vehicles or who lease their vehicles to third parties  (collectively,  "fleet/leasingcustomers");   and  (2)  truck   dealers   and   distributors   who  sell   vehicles   to   others   (collectively,"dealer/distributor customers").

             Morgan’s net sales  constituted  45%, 52% and 58% of the Company's  total net sales in 2001, 2000 and 1999,respectively.  Morgan’s  revenue is  generated  by five  sources:  (1) sales  to  commercial  divisions  of leasingcompanies,  companies  with fleets of delivery  vehicles,  truck  dealers and  distributors  ("Commercial  Sales");(2) sales  to consumer  rental  companies  ("Consumer  Rental  Sales");  (3) parts  and service;  (4)  the AdvancedHandling Systems Division and (5)Beltrami Door.

             Consumer  Rental Sales are composed of sales to companies  that maintain  large fleets of one-way and localhauling  vehicles  available for rent to the general  public.  Procurement  contracts for Consumer Rental Sales arenegotiated  annually,  usually in late summer to early fall and tend to be the most  volatile  and price  sensitiveaspect of Morgan’s business.

             Morgan’s two largest customers,  Ryder Truck Leasing, Inc. and Penske Truck Leasing,  L.P., have, together,historically  represented  approximately  39% to 50% of  Morgan's  total net  sales.  Each has been a  customer  ofMorgan  for  approximately  20 years  and  management  considers  relations  with  each to be good.  Sales to thesecustomers  represented  17%, 24% and 31% of the Company's  consolidated  net sales during the years 2001,  2000 and1999, respectively.

             Morgan  sells  products  through  its own sales  force and through  independent  distributors.  Most of thedistributors sell a wide variety of truck related equipment to truck dealers and end-users.

             *Manufacturing  and  Supplies.*   Morgan  operates  manufacturing,   body  mounting  and  parts  and  servicefacilities in Pennsylvania,  Wisconsin,  Georgia,  Texas and Arizona. It also has sales,  service and body mountingfacilities in Florida,  California  and  Colorado.  Morgan's  manufacturing  facility in  Pennsylvania  is ISO 9000certified.

             Generally,  all van  bodies  manufactured  by Morgan  are  produced  to order.  The  shipment  of a unit isdependent  upon receipt of the chassis  supplied by the customer and the  customer's  arrangements  for delivery ofcompleted  units.  Revenue  is  recognized  and the  customer  is billed  upon  final  body  assembly  and  qualityinspection.  Because  contracts  for Consumer  Rental  Sales are entered into in the summer or fall but  productiondoes not begin until the following  January,  Morgan  generally has a significant  backlog of Consumer Rental Salesorders  at the end of each  year  that is  processed  through  May of  the  following  year.  In  addition,  Morgantypically  maintains a  significant  backlog of Commercial  Sales.  At December 31, 2001 and 2000,  Morgan's  totalbacklog was  approximately  $30.1 million  and $38.7  million,  respectively.  All of the products under the ordersoutstanding at December 31, 2001 are expected to be shipped during 2002.

             Morgan  maintains an  inventory of raw  materials  necessary  to build van bodies  according to  customers'orders.  Raw  materials  are  acquired  from a variety  of  sources  and  Morgan  has not  experienced  significantshortages  of  materials  in recent  years.  Morgan's  customers  purchase  their  truck  chassis  from major truckmanufacturing  companies.  The delivery of a chassis to Morgan is dependent  upon truck  manufacturers’  productionschedules,  which are beyond Morgan’s  control.  Delays in chassis  deliveries can disrupt Morgan’s  operations andcan increase its working capital requirements.

             *Industry.*  Industry revenue and growth are dependent  primarily on the demand for delivery  vehicles in thegeneral  freight,  moving and storage,  parcel  delivery and food  distribution  industries.  Replacement  of oldervehicles in fleets  represents an important  revenue source,  with  replacement  cycles varying from  approximatelyfour to six years,  depending on vehicle types.  During economic  downturns,  replacement orders are often deferredor, in some cases, older vehicles are retired without replacement.

             *Competition.*  The van body  manufacturing  industry is highly  competitive.  Morgan competes with a limitednumber of large  manufacturers and a large number of smaller  manufacturers.  Some of Morgan's  competitors operatefrom  more  than one  location.  Certain  competitors  are  publicly  owned  with  substantial  capital  resources.Competitive factors in the industry include product quality,  delivery time,  geographic proximity of manufacturingfacilities to customers, warranty terms, service and price.
***TAG***
              TAG is primarily a manufacturing  operation consisting of Leer, 20th Century Fiberglass (Century),  RaiderIndustries  Inc.  (Raider),  and Gem Top. TAG also operates  Midwest Truck  Aftermarket  (MTA),  which  comprises awholesale distribution business and three retail stores.

              TAG is the nation’s  largest  manufacturer  of pickup  truck caps and tonneau  covers and its products aremarketed  under  the  brand  names  Leer,  Raider,  LoRider,  Century  and Gem Top.  Caps and  tonneau  covers  arefabricated  enclosures  that fit over the beds of pickup  trucks,  converting  the beds into  weatherproof  storageareas.  TAG’s seven  manufacturing  plants and its  network of over 1,260  independent  dealers  provide a nationalnetwork through which its products are marketed to individuals,  small  businesses and fleet  operators.  TAG’s netsales  constituted  36%, 30% and 30% of the  Company's  total net sales during 2001,  2000 and 1999,  respectively.Formed in 1971, TAG is headquartered in Elkhart, Indiana and was acquired in 1987.

              *Customer and Sales.*  Most of TAG’s  products are purchased by  individuals  through a national  network ofindependent  dealers.  TAG also sells its  products in Canada and Europe.  In 2001,  foreign  sales  (primarily  inCanada) represented approximately 10% of TAG’s total sales and less than 4% of the Company’s total net sales.

              *Manufacturing and Supplies.*  TAG designs and manufactures  caps and tonneau covers in seven  manufacturingfacilities  located in  California,  Indiana,  Pennsylvania,  Oregon and  Saskatchewan,  Canada.  Raw materials areobtained  from a variety of sources  and TAG has not  experienced  significant  shortages  of  materials  in recentyears.  TAG  purchases a  substantial  majority of its windows for caps from a single  supplier.  Although the lossof that  supplier  would  disrupt  TAG’s  production  activities  until a  replacement  supplier  could be located,management  does not believe that such loss would have a material  adverse  effect on the Company.  TAG’s  productsare typically  manufactured  upon receipt of an order by the dealer and,  consequently,  backlog at TAG  representsbetween one and two weeks production or approximately $4.0 million.

              *Industry.*  Sales of caps and tonneaus  tend to  correspond  to the level of new pickup  truck  sales.  Capand tonneau sales are  seasonal,  with sales  typically  being higher in the spring and fall than in the summer andwinter.

       *Competition.*  The cap and  tonneau  cover  industry is highly  competitive.  Competitive  factors  includeproduct availability, quality and price.
***Specialty Manufacturing Group***
              SMG  manufactures  precision  metal parts,  bulk  material  handling  equipment  and performs  high volumeproduction  machining  services.  SMG’s sales made up 13%, 11% and 4% of the Company’s net sales during each of thelast  three  years,  respectively.  SMG  comprises  MIC  Group  acquired  in 1992  and  Universal  Brixius  and KWSManufacturing both acquired in March 2000.

              *Products.*  SMG  manufactures  precision metal parts used in energy  exploration and production,  aerospaceand other industries and performs high volume  production  machining of metal parts and components used in productssuch as small gasoline  powered  engines.  The bulk material  handling  operation  designs and  manufactures  screwconveyors and other  equipment for the  agricultural,  pulp and paper,  mining,  food  processing,  recycling,  andchemical processing industries.

              *Customers and Sales.*  SMG sells  products to  international  oilfield  service  companies and a variety ofbusinesses  in  the  consumer   products  and  other   industries.   One  oilfield  service  customer   representedapproximately  26%,  29% and 51% of the total sales of SMG during  2001,  2000 and 1999,  respectively.  Managementconsiders relations with its customers to be good.

              *Manufacturing  and  Supplies.*   SMG’s  operations  are  located  in  Brenham,  Texas,  Joshua,  Texas  andMilwaukee,  Wisconsin.  Management believes that SMG’s manufacturing  capabilities are among the more sophisticatedin the industry.  SMG’s  facility in Brenham,  Texas is ISO 9000 certified and its facility in Wisconsin is QS 9000certified.  It performs a broad range of services including  computer-controlled  precision  machining and welding,electrostatic  discharge  machining,  electron  beam  welding,  trepanning  and gun  drilling.  SMG  also  performsfabrication  services and design,  investment casting and high volume contract machining.  At December 31, 2001 and2000, SMG’s backlog was $15.7 million and $15.3 million, respectively.

              Products are manufactured  from a wide variety of ferrous and non-ferrous  materials  including  stainlesssteel, alloy steels,  nickel-based alloys, titanium,  brass, beryllium copper and aluminum.  Materials are obtainedfrom a variety of sources and SMG has not experienced significant shortages in materials in recent years.

              *Industry.*  SMG’s  customers  operate  in a wide  variety of  businesses.  The  demand  for  equipment  andservices supplied to the oilfield service industry and, in turn, sales of related  manufactured  parts are directlyrelated to the level of worldwide oil and gas drilling  activity.  The demand for high volume production  machiningis mostly dependent on demand for consumer products using small gasoline powered engines.

              *Competition.*  SMG competes with other businesses  engaged in the machining,  casting and  manufacturing ofparts  and  equipment  utilized  in  the  oil  and  gas  exploration  industry,  aerospace  and  general  industry.Technological know-how and production capacity are the primary competitive factors in the SMG’s industry.
***EFP***
           EFP molds and markets  expandable foam plastics used primarily by the automotive,  electronics,  furnitureand appliance  industries as packaging,  shock absorbing and materials handling products.  Management believes thatEFP  is  the  nation’s  fourth  largest  producer  and  marketer  of  custom-shaped,  molded  expandable  plastics.Management  believes that EFP’s  competitive  strengths include its ability to manufacture high quality products atcompetitive  prices while  providing  excellent  service to its customers,  including  timely delivery of products.EFP's net sales  made up 6%, 8% and 8% of the  Company’s  total net  sales  during  each of the last  three  years,respectively.  Founded in 1954, EFP is headquartered in Elkhart, Indiana and was acquired in 1985.

              *Products.*  EFP’s products are manufactured from expandable polystyrene ("EPS"),  expandable  polypropylene("EPP"),  expanded  polyethylene  ("EPE"),  a copolymer of polyethylene and polystyrene  ("Copolymer")  and certainhigh heat resistant resins  ("Resins").  Products made from expandable  foams are lightweight and durable,  capableof absorbing shocks and impacts, provide thermal insulation and are chemically neutral.

              EFP  manufactures  and markets:  custom made packaging and shock absorbing  products sold to manufacturerswho use them to package  and ship a wide  assortment  of  industrial  and  consumer  products,  such as  computers,television sets, toys, furniture,  appliances and cameras;  material handling products including reusable trays andcontainers that are used for transporting  components to or from a customer’s  manufacturing  facility;  componentsused  as the  energy  absorbing  components  of  automobile  bumpers  and  other  applications;  and a line  of itsStyroCast(R)foam foundry patterns used by foundries in the "lost foam" or evaporative metal casting process.

              Effective  September 30, 2001, EFP acquired the operations of a foam fabricator  located in Nashville,  TNand now provides EPS fabrication services to its customers.

              *Customers and Sales.*  EFP’s products are sold to the  automotive,  electronics,  furniture,  appliance andmarine industries, among others.  EFP has a reasonably diversified customer base.

              EFP  utilizes an in-house  sales force and engages  independent  representatives  to provide  supplementalsales support in the marketing of EFP’s  packaging and shock  absorbing  products.  EFP also employs an engineeringstaff that assists  customers in the production,  design and testing of products.  Because  expanded foams are verybulky,  freight costs impose  geographical  limitations on sales of those  products.  Generally,  EFP considers itstarget  market  to  be  limited  to  a  300-mile  radius  surrounding  each  manufacturing   facility.  In  certaincircumstances, however, EFP has shipped its products greater distances.

              *Manufacturing  and Supplies.*  EFP  manufactures  its products at facilities  located in Indiana,  Alabama,Tennessee  and  Texas.  EFP’s  facilities  in  Indiana  and  Alabama  are ISO 9000  certified.  EFP’s  business  istypically  not  seasonal.  At  December  31,  2001 and 2000,  EFP’s  backlog  was $1.4  million  and $2.2  million,respectively.

              As is customary in the industry,  EFP purchases its raw materials  from a variety of sources on a purchaseorder  basis and not  pursuant  to long term supply  contracts.  Raw  material  prices  fluctuate  and EFP has beenaffected by price changes in the past.

              *Industry.*  Because  most of  EFP’s  products  are  manufactured  for  use by  other  industries,  economicconditions that affect those other industries will generally affect EFP's  operations.  In particular,  growth or adownturn in the automotive,  electronics,  furniture or appliance  industries generally would be expected to have acorresponding  effect on EFP’s business,  as those are the principal  industries  served by its packaging and shockabsorbing products.

              *Competition.*  EFP competes with other molded,  expandable  plastic  producers  and with  manufacturers  ofalternative  packaging and handling materials,  including paper,  corrugated boxes and other foam products (such assoft urethane).  Many of these  competitors,  particularly the paper companies,  are large companies having greaterfinancial  resources than EFP. Certain other expandable plastic  manufacturers have multiple  facilities.  EFP alsocompetes  with other  companies  in the foundry  patterns  market.  Competitive  factors  include  price,  quality,engineering and the timely delivery of products.
Trademarks and Patents
              The  Company  owns  rights to  certain  presentations  of Leer’s  name  (part of TAG),  which the  Companybelieves are valuable  insofar as management  believes  that "Leer" is recognized as being a leading  "brand name."The Company also owns rights to certain  other  trademarks  and  tradenames,  including  certain  presentations  ofMorgan’s  name.   Although  these  and  other  trademarks  and  tradenames  used  by  the  Company  help  customersdifferentiate  Company  product  lines from those of  competitors,  the Company  believes  that the  trademarks  ortradenames  themselves  are less  important  to  customers  than the  quality of the  products  and  services.  TheCompany's subsidiaries,  principally Morgan and EFP, hold, directly or indirectly through subsidiaries,  patents oncertain products and components used in the manufacturing processes.
Employees
             At February 28, 2002, the Company had  approximately  2,700  full-time  employees.  Personnel are unionizedin: EFP’s Decatur,  Alabama facility (covering  approximately 75 persons, with a contract expiring in August 2003);and TAG’s  Raider  Industries  facilities  in Canada  (covering  approximately  177 persons,  with a contract  thatexpires in March 2005).  The Company believes that relations with its employees are good.
Environmental Matters
              The Company’s operations are subject to numerous  environmental  statutes and regulations,  including lawsand  regulations  affecting  its products and the  materials  used in and wastes  generated  by  manufacturing  theCompany’s  products.  In addition,  certain of the  Company’s  operations  are subject to federal,  state and localenvironmental  laws and regulations  that impose  limitations on the discharge of pollutants into the air and waterof the United  States.  The Company  also  generates  non-hazardous  wastes.  The Company has  received  notices ofnoncompliance,  from time to time, with respect to its operations,  which are typically  resolved by correcting theconditions  and the payment of minor  fines,  none of which  individually  or in the  aggregate  has had a materialadverse effect on the Company.  However,  the Company  expects that the nature of its  operations  will continue tomake it subject to increasingly  stringent  environmental  regulatory  standards.  Although the Company believes ithas made  sufficient  capital  expenditures  to maintain  compliance  with  existing laws and  regulations,  futureexpenditures  may  be  necessary,   as  compliance   standards  and  technology  change.   Unforeseen   significantexpenditures  required  to  maintain  such  future  compliance,   including  unforeseen  liabilities,  could  limitexpansion, or otherwise, have a material adverse effect on the Company’s business and financial condition.

             Since  1989,  Morgan  has been  named as a  potentially  responsible  party  ("PRP")  with  respect  to thegeneration of hazardous  materials  alleged to have been handled or disposed of at two Federal  Superfund  sites inPennsylvania  and one in Kansas.  Although a precise  estimate of liability  cannot  currently be made with respectto these sites,  the Company  currently  believes  that it's  proportionate  share,  if any, of the ultimate  costsrelated to any necessary  investigation  and remedial work at those sites will not have a material  adverse  effecton the Company.  To date, Morgan’s expenditures related to those sites have not been significant.

              In a  memorandum  dated  January 10, 2002 and written by the  Georgia  Environmental  Projection  Division("EPD"),  The Truck  Accessories Group ("TAG") was notified that it may be a PRP to a Georgia state superfund site.Although  a precise  estimate  of  liability  cannot  currently  be made with  respect to this  site,  the  Companycurrently  believes  that it’s  proportionate  share,  if any,  of the  ultimate  costs  related  to any  necessaryinvestigation and remedial work at this site will not have a material adverse effect on the Company.

              On October 4, 2001, the United States  Environmental  Protection  Agency  ("EPA") filed an  administrativecomplaint against the Truck Accessories Group,  Inc., d/b/a Leer Midwest,  Elkhart,  Indiana.  The EPA claimed thatthe  Company  failed to timely file  certain  forms  allegedly  required  pursuant to Section 313 of the  EmergencyPlanning and Community  Right-to-Know  Act, and  regulations  promulgated  thereunder.  The EPA sought a penalty of$59,000.  The Company is engaged in settlement  discussions to resolve these and other potential  claims.  Althougha precise  estimate of  liability  cannot  currently  be made with  respect to the alleged  violation,  the Companycurrently believes that the ultimate costs of this matter will not have a material adverse effect on the Company.
Item 2.   PropertiesThe Company owns or leases the following manufacturing, office and sales facilities as of March 8, 2002:                                                                                                               Owned                                                                                           Approximate           or          Lease            Location                                           Principal Use               Square Feet         Leased     Expiration           ----------                                          -------------              -------------        ------     ----------Morgan:Ehrenberg, Arizona ..................................          Manufacturing                   125,000          Owned           --Atlanta, Georgia ....................................          Parts & service                  20,000          Leased          2004Rydal, Georgia ......................................          Manufacturing                    85,000          Leased          2004Ephrata, Pennsylvania ...............................          Manufacturing                    50,000          Owned           --Morgantown, Pennsylvania ............................          Manufacturing                    62,900          Leased          2003Morgantown, Pennsylvania ............................          Office & manufacturing          261,500          Owned           --Morgantown, Pennsylvania ............................          Office/Warehouse                110,000          Leased          2009Corsicana, Texas ....................................          Manufacturing/Service            60,000          Owned           --Janesville, Wisconsin ...............................          Manufacturing/Service           166,000          Leased          2010Denver, Colorado ....................................          Parts & service                  15,000          Leased          2004Lakeland, Florida ...................................          Parts & service                  13,500          Leased          2010TAG:Clackamas, Oregon ...................................          Manufacturing                    82,000          Leased          2003Woodland, California ................................          Manufacturing                    65,000          Leased          2006Woodland, California ................................          Manufacturing                    10,000          Leased          2006Elkhart, Indiana ....................................          Office & research                17,500          Owned           --Elkhart, Indiana ....................................          Manufacturing                   123,000          Leased          2004Milton, Pennsylvania ................................          Manufacturing/Retail            102,000          Leased          2006Elkhart, Indiana ....................................          Manufacturing                    85,000          Owned           --Elkhart, Indiana ....................................          Office & manufacturing          128,000          Leased          2002Drinkwater, Saskatchewan, Canada ....................          Office & manufacturing           72,000          Owned           --Moose Jaw, Saskatchewan, Canada .....................          Manufacturing                    87,000          Leased          2005Tulsa, Oklahoma .....................................          Warehouse                        32,500          Leased          2002Tyler, Texas ........................................          Warehouse                        22,000          Leased          2005Clackamas, Oregon ...................................          Retail                           10,000          Leased          2003Houston, Texas ......................................          Retail                           10,000          Leased          2002Baton Rouge, Louisiana ..............................          Warehouse                        10,000          Leased          2002Specialty Manufacturing Group:Brenham, Texas ......................................          Office & manufacturing          105,500          Owned           --Burleson, Texas .....................................          Office & manufacturing           90,000          Owned           --Milwaukee, Wisconsin ................................          Office & manufacturing           70,000          Leased          2010EFP:Decatur, Alabama ....................................          Manufacturing                   175,000          Leased          2003Elkhart, Indiana ....................................          Office & manufacturing          211,600          Owned           --Gordonsville, Tennessee .............................          Manufacturing                    40,000          Leased          2004Lebanon, Tennessee ..................................          Warehouse                        18,000          Leased          2002Nashville, Tennessee ................................          Manufacturing                    21,000          Leased          2002Marlin, Texas .......................................          Manufacturing                    73,000          Leased          2006
              The Company  believes  that its  facilities  are adequate  for its current  needs and are capable of beingutilized at higher capacities to supply increased demand, if necessary.
Item 3. Legal Proceedings
              The Company is involved  in various  lawsuits,  which arise in the  ordinary  course of  business.  In theopinion of  management,  the ultimate  outcome of these  lawsuits  will not have a material  adverse  effect on theCompany.

      EFP is  subject to a lawsuit  concerning  the  supply by a utility  company  of natural  gas to one of itsmanufacturing  plants.  The utility company  alleged that EFP was  under-billed  by  approximately  $500,000 over afour-year  period,  as a result of errors  made by the  utility  company.  EFP was  granted  a motion  for  summaryjudgment  dismissing  the suit  effective  April 20, 1999.  The utility  company has succeeded in its appeal to theTexas Supreme Court and the case has been remanded back to the trial court.  A tentative  settlement  was agreed toby both parties subsequent to December 31, 2001.  Management  believes that the ultimate  resolution of this matterwill not have a material adverse effect on the Company.
Item 4. Submission of Matters to a Vote of Security Holders
              No matters  were  submitted  to a vote of security  holders  during the fourth  quarter of the fiscal yearcovered by this report.
PART II.Item 5.  Market for Registrant’s Common Equity and Related Stockholder Matters
              The  registrant’s  common  equity is privately  held and not  publicly  traded.  As of March 8, 2002,  oneindividual  owned all of the  registrant's  issued and  outstanding  common  equity.  During the last three  fiscalyears, the Company paid no cash dividends.

              The Senior Note Indenture,  dated as of May 23, 1994 and the Loan and Security  Agreement,  as amended anddated  as of June 28,  1996  with  Congress  Financial  Corporation,  restricts  the  registrant's  ability  to paydividends on its common equity.
Item 6.  Selected Financial Data
              The historical  financial data presented  below,  for the years ended December 31, 2001,  2000, 1999, 1998and 1997,  are derived  from the audited  Consolidated  Financial  Statements  of the Company.  The data  presentedbelow should be read in conjunction with  Management's  Discussion and Analysis of Financial  Condition and Resultsof Operations and the Consolidated Financial Statements of the Company and notes thereto.
                                                                                       Year Ended December 31,                                                                      ------------------------------------------------------------                                                                            (Dollars in Millions, Except Per Share Amounts)                                                                      2001          2000          1999          1998         1997                                                                      ----          ----          ----          ----         ----Operating Data:    Net sales ................................................     $  387.6      $  451.5      $  443.4      $  381.2      $  346.4    Cost of sales ............................................        327.3         384.0         374.3         328.2         292.6    Selling, general and       administrative expense ................................         46.6          47.5          45.0          44.2          43.2    Closed and excess facility costs .........................          1.8           --            --            0.3           1.4                                                                   ---------     --------       -------      ---------     ---------    Operating income (a) .....................................         11.9          20.0          24.1           8.5           9.2    Interest expense .........................................         13.5          15.1          13.8          15.7          15.8    Income tax provision .....................................          0.6           0.3           1.5           0.7           1.0                                                                   ---------     --------       -------      ---------     ---------    Income (loss) before extraordinary       items and discontinued operations .....................         (2.2)          4.6           8.8          (7.9)         (7.6)    Loss from discontinued operations ........................           --            --            --          (4.2)          --    Extraordinary gain .......................................           --            --           0.2            --           --                                                                   ---------     --------       -------      ---------     ---------    Net income (loss) ........................................     $   (2.2)     $    4.6       $   9.0      $  (12.1)     $   (7.6)                                                                   =========     ========       =======      =========     =========Balance Sheet Data    (at period end):       Working capital .......................................     $   13.7      $   16.0      $   19.0      $   14.7      $    1.9       Total assets ..........................................        128.8         148.6         136.7         137.8         165.9       Total long-term obligations ...........................         92.5          95.6          88.7         104.5         105.8       Stockholder's deficit .................................         (5.9)         (3.5)         (8.0)        (17.2)         (4.7)Cash Flow Data:    Net cash provided by (used in)       operating activities ..................................     $   23.9      $   13.0      $   12.9      $   11.7      $   (2.5)Capital expenditures .........................................          8.5          12.7           8.2           6.2           7.3    Net cash provided by (used in)        investing activities .................................         (8.5)        (26.0)          4.6          10.3          (6.4)    Net cash provided by (used in)        financing activities .................................        (17.6)         14.3         (18.8)        (23.1)         (9.5)    Depreciation and amortization (b).........................         11.7          11.1          10.4          10.6          11.6Other Data:    EBITDA (c) ...............................................     $   26.4      $   34.0      $   34.2      $   18.0      $   20.3    Consolidated EBITDA           Coverage Ratio (d) ................................          1.9           2.3           2.5           1.2           1.3- Operating income for the year ended December 31, 2001 was reduced by thefollowing charges: operating losses of $4.2 million at the division of TAGassociated with the production of polymer products including $1.6 millionincluded in Closed and Excess Facility Costs; increased reserves of $0.4 millionassociated with disputed utility charges that originated in 1995 at EFP; andseverance related charges of $0.4 million at Morgan. The polymer division of TAGwill be discontinued during 2002. 
- Depreciation and amortization excludes amortization of debt issuance cost of$0.4 million, $0.4 million, $0.7 million, $0.9 million and $0.8 million in 2001,2000, 1999, 1998 and 1997, respectively. 
- “EBITDA” is net income from continuing operations increased by the sumof interest expense, income taxes, depreciation and amortization and othernon-cash items for those operations defined as restricted subsidiaries in theIndenture pertaining to the Senior Notes. EBITDA also includes the operatingresults of companies acquired during the year on a pro forma basis as ifacquired on January 1, of that year. EBITDA is not included herein as operatingdata and should not be construed as an alternative to operating income(determined in accordance with accounting principles generally accepted in theUnited States) as an indicator of the Company’s operating performance. TheCompany has included EBITDA because it is relevant for determining complianceunder the Indenture and because the Company understands that it is one measureused by certain investors to analyze the Company’s operating cash flow andhistorical ability to service its indebtedness. 
- “Consolidated EBITDA Coverage Ratio” is the ratio of EBITDA tointerest expense of the Company and its subsidiaries that guarantee the Notes.It is used in the Indenture to limit the amount of indebtedness that the Companymay incur. Certain of the Company’s subsidiaries are not guarantors of theNotes, see Note 17 of Notes to Consolidated Financial Statements. 
Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations
              The following  discussion of the Company's  financial  condition and results of operations  should be readin conjunction with the Consolidated Financial Statements of the Company and the notes thereto.
Critical Accounting Policies and Estimates
              The  discussion  and  analysis of financial  condition  and the results of  operations  are based upon theconsolidated  financial  statements,  which have been prepared in accordance with accounting  principles  generallyaccepted in the United States.  The  preparation of these financial  statements  requires the use of estimates thataffect the reported  amounts of assets,  liabilities,  revenues and expenses and related  disclosure  of contingentassets and  liabilities.  The estimates are evaluated  continually,  including those related to warranties  offeredon products,  self-insurance  reserves,  bad debts,  inventory  obsolescence,  investments,  intangible  assets andgoodwill,  income taxes, financing operations,  workers' insurance,  and contingent liabilities.  The estimates arebased on historical  experience  and on various  other  assumptions  that are believed to be  reasonable  under thecircumstances,  the results of which form the basis for making  judgments  about the carrying  values of assets andliabilities  that are not readily  apparent  from other  sources.  Actual  results may differ from these  estimatesunder different assumptions or conditions.

              We believe the following are the most critical accounting policies of the Company.

              *Warranties* - Reserves  for costs  associated  with  fulfilling  warranty  obligations  offered on TAG andMorgan  products are  established  based on historical  experience and an estimate of future  claims.  Increases inthe  incidence  of product  defects  would result in  additional  reserves  being  required in the future and wouldreduce income in the period of such determination.

              *Self-Insurance  Risks* - The Company  utilizes a  combination  of  insurance  coverage  and  self-insuranceprograms for  property,  casualty,  including  workers'  compensation  and health care  insurance.  The Company hasreserves recorded to cover the self-insured portion of these risks based on known facts and historical trends.

              *Valuation  Allowance for Deferred Tax Assets* - A valuation  allowance,  if deemed necessary,  would reducethe  Company's  deferred  tax  assets to an amount  that is more  likely  than not to be  realized  based on futuretaxable  income and the use of prudent and feasible  tax  planning  strategies.  Should it be  determined  that theCompany  would not be able to realize all or part of its net deferred  tax asset in the future,  an increase to thevaluation allowance would reduce income in the period such determination was made.

              *Goodwill  Impairment* - Effective  January 1, 2002, the Company adopted  Statement of Financial  AccountingStandards  No. 142 Goodwill and Other  Intangibles.  Goodwill will no longer be amortized but will be subject to aninitial test of impairment and then goodwill will be tested for impairment at least annually thereafter.

              *Contingent  Liabilities*  - Reserves  are  established  for  estimated  loss  contingencies  when a loss isprobable  and the  amount  of the loss  can be  reasonably  estimated.  Revisions  to  contingent  liabilities  arereflected in income in the period in which  different  facts or information  become known or  circumstances  changethat affect the previous  assumptions  with respect to the  likelihood or amount of loss.  Reserves for  contingentliabilities  are based upon the  assumptions  and estimates  regarding the probable  outcome of the matter.  Shouldthe outcome  differ from the  assumptions  and  estimates,  revisions  to the  estimated  reserves  for  contingentliabilities would be required.
Basis of Financial Statements
              Effective June 27, 2001, TAG's subsidiary Welshman Industries,  a non-guarantor  unrestricted  subsidiary,was merged into TAG.  The merger had no effect on the operations of TAG or the Company.

              Effective June 30, 2000, the operations of Gem Top, which  manufactures  and distributes  light truck capsprimarily to  commercial  customers,  were  transferred  from Morgan to TAG. The  following  financial  results andcomparisons for Morgan and TAG have been restated to reflect the transfer of Gem Top.

              During  December  2000,  the  Company  sold two minor  operations.  EFP sold its Astro  Pattern  machiningoperations,  which  during 2000  generated  revenues of $2.4  million and an operating  loss of $0.5  million.  MICGroup sold its  electronic  assembly  and testing unit that during 2000  generated  revenues of $2.6 million and anoperating loss of $0.8 million.
Overview
      The  Company  operates  and  manages  its  subsidiaries  within  four  separate  business  segments.   Thebusinesses  are  dependent  on  various  factors  reflecting  general  economic   conditions   including  corporateprofitability,  consumer spending  patterns,  sales of truck chassis and new pickup trucks and the level of oil andgas exploration activity.

              The following table represents the net sales,  operating  income (loss) and operating  margin  percentagesfor each business segment and on a consolidated basis.
                                              Years Ended December 31,                                            ---------------------------                                            2001        2000       1999                                            ----        ----       ----                                               (Dollars in Millions)Net Sales:         Morgan ......................   $  173.2   $  235.3   $  257.7         TAG .........................      138.5      135.0      132.3         Specialty Manufacturing Group       51.4       48.3       16.6         EFP .........................       24.6       33.9       37.0         Intersegment Elimination ....       (0.1)      (1.0)      (0.2)                                         ---------  ---------  ---------         Consolidated ................   $  387.6   $  451.5   $  443.4                                         =========  =========  =========Operating Income (Loss):         Morgan ......................        5.8      $11.3    $  21.8         TAG .........................        4.5        4.5        3.9         Specialty Manufacturing Group        4.5        6.0       (0.5)         EFP .........................        0.8        2.2        3.3         JBPCO........................       (3.7)      (4.0)      (4.4)                                         ---------    -------   --------         Consolidated ................   $   11.9     $ 20.0    $  24.1                                         =========    =======   ========Operating Margin Percentage:         Morgan ......................          5%        8%          3%         TAG .........................          3%        3%          3%         Specialty Manufacturing Group          9%       12%         (3)%         EFP .........................          3%        6%          9%         Consolidated ................          3%        4%          5%
        During1999, the Company completed the disposal of the operations of Lowy Group and thedistribution operations of TAG. Accordingly, the operations of Lowy and thedistribution operations of TAG are classified as discontinued operations in theConsolidated Financial Statements for the period ended December 31, 1999. 

        Forthe year ended December 31, 1999, net sales included $4.6 million fromintercompany sales to the distribution operations of TAG, which had beendisposed of and thus classified as discontinued operations. As a result,operating income included approximately $1.0 million related to profits on thesesales. Since the operating results of the distribution operations of TAG wereclassified as discontinued, the intercompany sales do not eliminate on a lineitem basis in the accompanying consolidated statement of operations for the yearended December 31, 1999. However, on a consolidated basis, such intercompanytransactions are eliminated in the accompanying Consolidated Statement ofOperations for the period presented. 
Results of Continuing OperationsConsolidated Operating Results from Continuing OperationsComparison of 2001 to 2000
        Netsales decreased $63.9 million, or 14% to $387.6 million for the year endedDecember 31, 2001 compared to $451.5 million during 2000 primarily due to Morganand EFP whose operations were most impacted by the domestic manufacturingrecession. TAG’s net sales increased as demand for its core fiberglassproducts increased during the third and fourth quarters of 2001. The Companyreacted to the deteriorating business environment by reducing both fixed andvariable costs at those operations affected by the decrease in business. 

        Morgan’snet sales decreased 26% or $62.1 million and unit shipments decreased 22% toapproximately 21,000 units. Consumer rental product shipments, which representapproximately 20% of the total shipments, increased 53%; however, shipments ofcommercial sales units decreased 32%. Morgan’s business was negativelyimpacted by a severe decline in demand for new commercial leasing units andoverall, the market for Morgan’s commercial sales products is estimated tohave declined approximately 35% during 2001 compared to 2000 as a result ofeconomic conditions in the trucking industry. TAG’s net sales increased$3.5 million or 3% to $138.5 million on a 1% increase in units shipped. Theincrease in TAG’s sales for the year was principally due to a 13% increasein units shipped during the fourth quarter of 2001 compared to the same periodof 2000, primarily as a result of increased new pickup truck sales. EFP’snet sales decreased $9.3 million or 27%, mainly due to decreased shipments ofpackaging products to customers in the consumer electronics business and theelimination of sales of $2.4 million, recorded in 2000, from its toolingproducts business that was sold effective December 31, 2000. SMG’s netsales increased $3.1 million or 6% to $51.4 million. Excluding sales during the2000 period of $2.6 million from operations sold effective December 20, 2000 andincluding preacquisition sales of $4.2 million for the period January 1, 2000through acquisition date from operations acquired during March 2000, SMG’ssales increased $1.5 million or 3%, primarily due to increased demand during thenine months ended September 30, 2001 from customers in the energy servicesindustry. 

        Morgan’sbacklog at December 31, 2001 was $30.1 million compared to $38.7 million atDecember 31, 2000. The decline was primarily due to a reduction in commercialsales orders. However, the decline in backlog at December 31, 2001 reflects animprovement in the overall 35% decline in business experienced during 2001.Backlog at EFP was $1.4 million at December 31, 2001 compared to $2.2 million atDecember 31, 2000. SMG’s backlog at December 31, 2001 was $15.7 millioncompared to $15.3 million at the end of December 2000. TAG maintains a backlogof approximately 2 weeks of production or approximately $4.0 million at December31, 2001, comparable to its backlog at the end of 2000. 

        Costof sales decreased 15% to $327.3 million for the year ended December 31, 2001compared to $384.0 million during the 2000 period. Gross profit decreased 11% to$60.2 million (16% of net sales) during the 2001 period compared to $67.5million (15% of net sales) for 2000. Gross profit at Morgan decreased $7.6million or 28% to $19.3 million or 11% of sales compared to 11% of sales during2000, primarily due to lower volume. In reaction to the downturn in business,Morgan reduced its average manufacturing headcount by 33% and the related costsby 31% during the 2001 period compared to 2000. TAG’s gross profitincreased $3.5 million or 17% to $24.1 million (17% of net sales) during 2001compared to $20.6 million (15% of net sales) during 2000. Gross profit fromTAG’s fiberglass operations increased $5.4 million or 31% to $22.8 million(18% of net sales) compared to $17.4 million (13% of net sales) during the priorperiod. TAG’s polymer division, created during 2000 to manufacture polymerbased tonneau covers, incurred a negative gross profit of $1.6 million during2001 compared to a negative $0.3 million during 2000. The Company willdiscontinue polymer production during 2002. Gross profit decreased $1.7 millionor 27% at EFP because of 27% lower sales. EFP reduced its average manufacturingheadcount 29% and the related costs by 35% during 2001 compared to 2000.SMG’s gross profit decreased $1.4 million to $12.3 million (24% of netsales) compared to $13.7 million (28% of net sales) during 2000. The decline inthe gross margin percentage was due primarily to increased material and overheadcosts relative to sales in the non-energy services related businesses. 

        Selling,general and administrative expenses decreased $0.9 million or 2% to $46.6million (12% of net sales) for the year ended December 31, 2001 compared to$47.5 million (11% of net sales) during 2000. Selling, general andadministrative expenses decreased $2.2 million or 14% at Morgan and $0.3 millionor 8% at EFP primarily as a result of reduced personnel and related costs.Average general and administrative headcount was reduced 30% at Morgan and 30%at EFP during 2001 compared to 2000. 

        Closedand excess facility costs of $1.8 million are predominately costs associatedwith management’s decision to cease production of polymer based products atTAG. Limited production of certain tonneau models will continue in 2002,however, product molds and inventory associated with discontinued products ofapproximately $611,000 were written off and the Company expensed approximately$682,000 associated with potential future product warranty costs. During theyear ended December 31, 2001, the polymer products division of TAG had sales of$4.5 million and an operating loss of $4.2 million compared to sales of $4.3million and losses of $0.7 million during the prior year. 

        Operatingincome decreased 41% or $8.1 million to $11.9 million (3% of net sales) for theyear ended December 31, 2001 compared to $20.0 million (4% of net sales) in2000. Morgan’s operating income decreased $5.5 million for the period onlower sales. TAG’s operating income for the period of $4.5 million was thesame as the prior period. EFP’s operating income decreased $1.4 million forthe period as a result of lower sales and SMG’s operating income decreased$1.5 million. SMG’s operating income related to energy exploration andproduction increased approximately $0.7 million (16%) primarily during the firstthree quarters of 2001. However, non oil related operating income decreasedapproximately $2.8 million due to the overall decline in manufacturing thatresulted from the economic recession during 2001. 

        Operatingincome for the year ended December 31, 2001 was reduced by the followingcharges: operating losses of $4.2 million at the division of TAG associated withthe production of polymer products including $1.6 million included in Closed andExcess Facility Costs; inventory write-downs of $0.6 million at the distributionoperations of TAG; inventory write-downs of $0.6 million at the bulk materialhandling operations of SMG, increased legal reserves of $0.4 million at EFP andbad debt and severance related charges of $0.8 million at Morgan. 

        Interestexpense was $13.5 million for the year ended December 31, 2001, 10% less thanthe $15.1 million during the same period in 2000 on lower interest rates andlower revolver borrowings as a result of improved working capital performanceand lower economic activity. Average monthly revolver borrowings decreased $10.4million or 37% during 2001 to $17.7 million compared to $28.1 million during2000. 

        Theincome tax expense for the year ended December 31, 2001 of $0.6 million differsfrom amounts computed based on the federal statutory rates principally due tostate and foreign taxes in jurisdictions where net operating losses were notavailable to reduce current period taxable income. 
Comparison of 2000 to 1999
        Netsales increased $8.1 million or 2% to $451.5 million for the year ended December31, 2000 compared to $443.4 million during 1999. KWS and Universal added $17.8million to sales during the year ended December 31, 2000 and Morgan’s saleswere $235.3 million compared to sales of $257.7 million the prior year. Sales atMorgan’s Advanced Handling Systems (AHS) Division decreased $5.9 million or90% during the year ended December 31, 2000 because of the loss of the supplierof its principal product. For the year 2000, Morgan’s unit shipmentsdecreased 16% to 27,700 units, including a 1900 unit or 38% unit decrease inconsumer rental shipments. Shipments in the last quarter of 2000 declined 27% inresponse to the slowing overall economic climate. TAG’s sales increased$2.6 million or 2% to $135.0 million due to a 1% increase in unit shipments andslightly more favorable pricing on a changed product mix. EFP’s salesdecreased 9% to $33.9 million during 2000 compared to $37.0 million during 1999,sales in the fourth quarter of 2000 decreased 26% compared to the same period of1999. SMG’s sales increased $31.7 million or 190% during the 2000 period asa result of increased demand for products used in the exploration and productionof oil and gas and the addition of operations acquired during March 2000, whichcontributed $17.8 million in additional net sales. 

        Morgan’sbacklog at December 31, 2000 was $38.7 million compared to $70.3 million atDecember 31, 1999, reflecting a general reduction in orders from Morgan’smajor customers. Backlog at EFP was $2.2 million at December 31, 2000 comparedto $3.4 million at December 31, 1999, the sale of Astro pattern eliminated $0.6million of backlog. SMG’s backlog at December 31, 2000 was $15.3 millioncompared to $6.1 million at the end of 1999. 

        Costof sales increased 3% to $384.0 million for the year ended December 31, 2000compared to $374.3 million, during 1999. Gross profit decreased $1.6 million or2% to $67.5 million (15% of net sales) during 2000 compared to $69.1 million(16% of net sales) for 1999. Fourth quarter gross profit declined 26% or $4.7million to $13.2 million (14% of net sales) during the fourth quarter endedDecember 31, 2000 compared to $17.9 million (17% of net sales) during the sameperiod in 1999. Gross profit at Morgan decreased $12.8 million to $26.9 millionor 11% of sales during the year ended December 31, 2000 compared to $39.7million or 16% of sales during 1999. During 2000, Morgan incurred increasedlabor and overhead costs relative to sales and in response to declining sales,reduced its total headcount by 30% during the last six months of the year.TAG’s gross profit for the year ended December 31, 2000 increased $1.2million or 6%. Although partially reduced by start up costs associated with anew polymer based tonneau product, TAG’s gross profit as a percent of salesremained 15% during the 2000 and 1999 periods. Gross profit decreased to 18% ofsales at EFP from 21% during 1999, resulting primarily from lower overheadabsorption on lower sales in the fourth quarter of 2000. By the end of 2000 EFPhad reduced total headcount approximately 11% since June 30, 2000. SMG’sgross profit increased $11.3 million during 2000 compared to 1999. Operationsacquired during the period, added $6.1 million to gross profit. Gross profit atMIC Group increased to $7.7 million (25% of sales) during 2000 compared to $2.4million (14% of sales) in 1999 because of significantly improved laborefficiency and improved overhead absorption on higher sales. 

        Selling,general and administrative expenses increased $2.5 million or 6% to $47.5million (11% of net sales) for the year ended December 31, 2000 compared to$45.0 million (10% of net sales) during 1999. The increase in selling, generaland administrative expense was due primarily to combined costs of $3.3 millionat operations acquired by SMG during the period. 

        Operatingincome decreased 17% or $4.0 million to $20.0 million (4% of net sales) for theyear ended December 31, 2000 compared to $24.1 million (5% of net sales) in1999. SMG’s operating income increased $6.6 million including $2.6 millionfrom operations acquired in March 2000. Morgan’s operating income decreased$10.6 million for the period primarily due to a $4.6 million decrease inoperating income during the fourth quarter of 2000 compared to 1999 caused byMorgan’s sales declining 26% during the fourth quarter of 2000 and higherlabor and overhead costs relative to those lower sales reduced operating income.TAG’s operating income increased $0.6 million. EFP’s operating incomedecreased $1.1 million to $2.2 million (6% of net sales) compared to $3.3million (9% of net sales) during 1999 on lower sales primarily in the fourthquarter of 2000. 

        Interestexpense was $15.1 million for the year ended December 31, 2000, 9% greater thanthe $13.8 million during 1999. The increase was due to increased revolvingcredit borrowings and long-term debt associated with the SMG acquisitions duringMarch 2000, offset by a $0.3 million decrease in bond interest as a result ofthe purchase of $15.0 million of the Company’s 2004 12 1⁄2 % SeniorNotes during the six months ended June 30, 1999. 

        Theincome tax provision for the year ended December 31, 2000 of $0.3 milliondiffers from amounts computed based on the federal statutory rates principallydue to the Company’s ability to utilize the benefit of net operating losscarryforwards against which valuation allowances had been previously provided. 
Liquidity and Capital Resources
        Netcash provided by operations for the year ended December 31, 2001 increased $10.8million or 83% to $23.9 million compared to $13.0 million during the prior year,primarily due to the liquidation of working capital of approximately $17.0million, excluding revolver borrowings, offset by the decline in profitabilityof $6.9 million. During 2001, through improved working capital management andbecause of the decline in business activity at Morgan, EFP and SMG as a resultof the manufacturing recession, the Company was able to generate cash ofapproximately $12.0 million from the liquidation of accounts receivable andinventory. Cash provided by operations of $23.9 million during 2001 was usedprimarily to fund capital expenditures of $8.5 million and to pay down revolverborrowings of $14.7 million. Working capital at December 31, 2001 was $13.7million compared to $16.0 million at December 31, 2000. Excluding revolverborrowing, working capital was $22.9 million at December 31, 2001 compared to$39.9 million the prior year. 

        Theability to borrow under the Revolving Loan Agreement depends on the amount ofeligible collateral, which, in turn, depends on certain advance rates applied tothe value of accounts receivables and inventory. At March 20, 2002, the Companyhad unused available borrowing capacity of approximately $16.0 million under theterms of the Revolving Loan Agreement. Borrowings under the Revolving LoanAgreements at December 31, 2001 were $9.2 million compared to $23.9 million atDecember 31, 2000. 

        Capitalexpenditures for the year ended December 31, 2001 were $8.5 million compared to$12.7 million during the same period in 2000 and comprised mainly maintenancetype expenditures and product molds of $2.6 million for the TAG operations. 

        TheRevolving Loan Agreement expires effective March 1, 2003, however, itautomatically renews for a one year period unless cancelled by either party tothe agreement. 

        EffectiveJune 27, 2001, TAG’s Welshman Industries subsidiary, which was anon-guarantor subsidiary under the terms of the bond indenture was merged intoTAG. Accordingly, borrowings of $0.8 million under Welshman’s RevolvingCredit Agreement were paid off with proceeds from the Company’s RevolvingLoan Agreement. The elimination of Welshman had no impact on the operations ofTAG or on the amount of total borrowings of the Company. 

        AtDecember 31, 2001 and September 30, 2001, the Consolidated EBITDA coverageRatio, as defined in the 2004 12 1⁄2% Senior Notes Bond Indenture, was lessthan 2:1. As a result , the Company is limited in its ability to incuradditional borrowings, excluding borrowings under the Revolving Loan agreement,enter into capital leases, provide certain guarantees or incur liens on itsassets. Prior to September 30, 2001, the ratio was greater than 2:1 and theCompany had the ability to incur additional debt. During the six months endedJune 30, 2001, the Company acquired certain equipment under capital leasearrangements of approximately $1.0 million. As discussed in Notes 6 and 7 to theConsolidated Financial Statements, the Company’s Revolving Loan Agreementand Senior Notes Indenture restrict the ability of the Company to dispose ofassets, incur debt, pay dividends, and undertake certain corporate activities. 

        TheCompany believes that it has adequate resources to meet its working capital andcapital expenditure requirements consistent with past trends and practices.Operating cash flows are a principal source of liquidity to the Company,however; the diverse nature of the operations of the Company, inmanagement’s opinion, reduces exposure to economic factors such as thecurrent manufacturing recession. Additionally, the Company believes that itsborrowing availability under the Revolving Credit Agreement and potentiallyavailable sources of long-term financing will satisfy the Company’s cashrequirements for the foreseeable future, given its anticipated additionalcapital expenditures, working capital requirements and its known obligations.The Company’s future obligations are: 
                                             Payments Due by Period     Obligations                  Total    Less than     2-3      4-5   After 5                                            1 year      years    years   years                                              (Dollars in Millions)Long Term Debt ..........      $   91.7    $   3.0    $   87.2   $ 1.5   $ --Operating Leases ........          39.8       10.7        15.3     7.7    6.1                                -------    -------    --------   -----   ----    Total ...............      $  131.5    $  13.7    $  102.5   $ 9.2   $6.1                               ========    =======    ========   =====   ====Management Changes
          The Company  appointed  Keith F. Moore  President and Chief  Operating  Officer  effective  February 13, 2002.Peter K. Hunt resigned from the position effective February 8, 2002.

          Stephen Magee resigned,  effective April 30, 2001, as Executive Vice President and Chief Financial  Officer ofthe  Company.  He has  remained  a member  of the  Board of  Directors  and  assumed  the role of  Chairman  of theCompany's Audit Committee.
Other Matters
          The Company is  significantly  leveraged  and had a $5.9  million  stockholder's  deficit at December 31, 2001compared  to a deficit of $3.5  million at  December  31,  2000.  Through its  floating  rate debt,  the Company issubject to interest  rate  fluctuations.  The  Company  operates  in  cyclical  businesses  and the markets for itsproducts  are highly  competitive.  In  addition,  the Company has two  customers  that  accounted  for 17% of 2001consolidated  net sales.  The combination of these factors,  which are outside the Company's  control,  cause it tobe subject to changes in economic trends and new business developments.

          The Company had net operating loss  carryforwards of  approximately  $20.4 million for U.S. federal income taxpurposes at December 31,  2001,  which, if not utilized,  will begin to expire in 2004. The Company had a valuationallowance  related to net operating  loss  carryforwards  of $2.2 million as of December 31, 2000.  The Company hadno valuation  allowance as of December 31,  2001.  During 2000,  the Company  realized tax benefits of $2.2 millionfrom utilizing net operating loss  carryforwards  for which deferred tax valuation  allowances had been  previouslyestablished resulting in a corresponding reduction in income tax expense.

          Historically,  inflation  has not  materially  affected the  Company's  business,  although raw  materials andgeneral  operating  expenses,  such  as  salaries  and  employee  benefits,  are  subject  to  normal  inflationarypressures.  The  Company  believes  that,  generally,  it has been able to increase  its  selling  prices to offsetincreases in costs due to inflation.

          Since 1989,  Morgan has been named as a potentially  responsible  party ("PRP") with respect to the generationof hazardous  materials  alleged to have been handled or disposed of at two Federal Superfund sites in Pennsylvaniaand one in Kansas.  Although a precise  estimate of liability  cannot currently be made with respect to these sitesbased upon information known to Morgan, the Company currently  believes that it's  proportionate  share, if any, ofthe  ultimate  costs  related to any  necessary  investigation  and  remedial  work at those  sites will not have amaterial adverse effect on the Company.  To date, the Company's  expenditures  related to those sites have not beensignificant.

          In a memorandum dated January 10, 2002 and written by the Georgia  Environmental  Projection Division ("EPD"),The  Truck  Accessories  Group  ("TAG")  was  notified  that it may be a PRP to a  Georgia  state  superfund  site.Although  a precise  estimate  of  liability  cannot  currently  be made with  respect to this  site,  the  Companycurrently  believes  that it's  proportionate  share,  if any,  of the  ultimate  costs  related  to any  necessaryinvestigation and remedial work at this site will not have a material adverse effect on the Company.

          On October 4, 2001,  the  United  States  Environmental  Protection  Agency  ("EPA")  filed an  administrativecomplaint against the Truck Accessories Group,  Inc., d/b/a Leer Midwest,  Elkhart,  Indiana.  The EPA claimed thatthe  Company  failed to timely file  certain  forms  allegedly  required  pursuant  to Section 313 of the  EmergencyPlanning and Community  Right-to-Know  Act, and  regulations  promulgated  thereunder.  The EPA sought a penalty of$59,000.  The Company is engaged in settlement  discussions to resolve these and other potential  claims.  Althougha precise  estimate of  liability  cannot  currently  be made with  respect to the alleged  violation,  the Companycurrently believes that the ultimate costs of this matter will not have a material adverse effect on the Company.

          The  Company's  operations  utilize  resins,  paints,  solvents,  oils  and  water-based  lubricants  in theirbusinesses.  Also, raw materials  used by EFP contain  pentane,  which is a volatile  organic  compound  subject toregulation  under  the  Clean  Air  Act.  Although  the  Company  believes  that  it has  made  sufficient  capitalexpenditures to maintain  compliance with existing laws and  regulations,  future  expenditures may be necessary ifand when compliance standards and technology change.

          The Company pays fees to a corporation,  owned by Mr.  Poindexter,  for services  provided by Mr.  Poindexter.Mr.  Poindexter does not receive a salary from the Company.  The Company charges the  Subsidiaries for their use offunds and for stewardship services provided to them by the Company.
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
          The Company is subject to certain market risks,  including  interest rate risk and foreign  currency risk. Theadverse  effects of  potential  changes  in these  market  risks are  discussed  below.  The  sensitivity  analysespresented  do not consider the effects that such  adverse  changes may have on overall  economic  activity,  nor dothey consider  additional actions  management may take to mitigate the Company's  exposure to such changes.  Actualresults may differ.  See the Notes to the  Consolidated  Financial  Statements  for a description  of the Company'saccounting policies and other information related to these financial instruments.
Interest Rates
          *Variable-Rate  Debt.* As of December 31, 2001, the Company had  approximately  $9.2 million  outstanding  underits asset-based,  revolving  credit  facilities.  The interest rates on the revolving  credit  facilities are basedupon a spread above either the Prime  Interest Rate or the London  Interbank  Overnight  Rate  (LIBOR).  Which rateused is determined at the Company's  option.  The amount  outstanding  under this  revolving  credit  facility willfluctuate  throughout the year based upon working  capital  requirements.  Based upon the monthly  average of $17.7million  outstanding  under the  revolving  credit  facilities  during 2001, a 1% change in the interest rate wouldhave caused a change in interest  expense of  approximately  $177,000 on an annual basis.  The Company's  objectivein maintaining  these variable rate  borrowings is the  flexibility  obtained  regarding  early  repayment  withoutpenalties and lower overall cost as compared with fixed-rate borrowings.

          *Fixed-Rate  Debt.*  As of December  31, 2001 and 2000,  the  Company had $85.0  million of 121/2% Senior  Notes,long-term debt,  outstanding,  with an estimated fair value of approximately  $69.0 million and $77.4 million basedupon their  publicly  traded  value at December  31, 2001 and 2000,  respectively.
Foreign Currency
          Raider Industries,  a subsidiary of TAG, has two manufacturing  plants in Canada,  which generated revenues ofapproximately  $17.9  million  during  the year  ended  December  31,  2001.  The  functional  currency  of  RaiderIndustries is the Canadian  Dollar.  Management  does not  currently  employ risk  management  techniques to managethis potential  exposure to foreign currency  fluctuations;  however,  the majority of goods manufactured in Canadaare exported and sold to customers in the United  States.  Therefore,  a weakening of the United  States  Dollar inrelation to the Canadian Dollar may have the effect of decreasing Raider  Industries'  gross margin,  assuming thatthe United States sales price remains unchanged.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
          Forward-looking  statements  in  this  report  including,  without  limitation,  statements  relating  to  theCompany's plans, strategies, objectives,  expectations,  intentions and adequacy of resources, are made pursuant tothe safe harbor provisions of the Private  Securities  Litigation Reform Act of 1995.  Investors are cautioned thatsuch forward-looking  statements involve risks and uncertainties including without limitation,  the following:  (1)the Company's plans, strategies,  objectives,  expectations and intentions are subject to change at any time at thediscretion of the Company;  (2) other risks and uncertainties  indicated from time to time in the Company's filingswith the Securities and Exchange Commission.
Item 8. Financial Statements and Supplementary DataIndex to Financial Statements: ......................................   PageReport of Independent Auditors ......................................    23Consolidated Balance Sheets as of December 31, 2001 and 2000 ........    24Consolidated Statements of Operations for the years ended         December 31, 2001, 2000 and 1999 ...........................    25Consolidated Statements of Cash Flows for the years ended         December 31, 2001, 2000 and 1999 ...........................    26Consolidated Statements of Stockholder's Deficit for the years         Ended December 31, 2001, 2000 and 1999 .....................    27Notes to Consolidated Financial Statements ..........................    28
REPORT OF INDEPENDENT AUDITORS

Board of Directors and StockholderJ.B. Poindexter & Co., Inc.

We have audited the  accompanying  consolidated  balance sheets of J.B.  Poindexter & Co., Inc. and subsidiaries asof December 31, 2001 and 2000 and the related  consolidated  statements of operations,  stockholder's  deficit, andcash flows for each of the three years in the period ended December 31, 2001.  These  financial  statements are theresponsibility  of the  Company's  management.  Our  responsibility  is to express  an  opinion on these  financialstatements based on our audits.

We conducted our audits inaccordance with auditing standards generally accepted in the United States.Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statement presentation.We believe that our audits provide a reasonable basis for our opinion. 

In our opinion, theconsolidated financial statements referred to above present fairly, in allmaterial respects, the consolidated financial position of J.B. Poindexter &Co., Inc. and subsidiaries at December 31, 2001 and 2000, and the consolidatedresults of their operations and their cash flows for each of the three years inthe period ended December 31, 2001, in conformity with accounting principlesgenerally accepted in the United States. 

ERNST & YOUNG LLP

Houston, TexasMarch 18, 2002
J.B.POINDEXTER & CO., INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(In thousands)
ASSETS                                                                December 31,                                                           --------------------                                                              2001        2000                                                              ----        ----Current assets     Restricted cash .....................................  $     98   $  2,345     Accounts receivable, net of allowance for doubtful        accounts of $1,054 and $918, respectively ........    25,161     33,495     Inventories, net ....................................    26,761     32,749     Deferred income taxes ...............................     2,175      2,324     Prepaid expenses and other ..........................     1,702      1,649                                                            --------   --------              Total current assets .......................    55,897     72,562Property, plant and equipment, net .......................    47,624     49,976Goodwill, net ............................................    17,976     19,143Deferred income taxes ....................................     3,714      2,897Other assets .............................................     3,619      4,048                                                            --------   --------Total assets .............................................  $128,830   $148,626                                                            ========   ========
LIABILITIES AND STOCKHOLDER'S DEFICITCurrent liabilities     Current portion of long-term debt ...................  $  3,005   $  3,301     Borrowings under the revolving credit facilities          9,183     23,892     Accounts payable ....................................    15,856     15,281     Accrued compensation and benefits ...................     5,037      6,515     Accrued income taxes ................................       106       --     Other accrued liabilities ...........................     9,028      7,570                                                            ---------  ---------              Total current liabilities ..................    42,215     56,559                                                            ---------  ---------Noncurrent liabilities     Long-term debt, less current portion ................    88,756     91,405     Employee benefit obligations and other ..............     3,793      4,174                                                            ---------  ---------              Total noncurrent liabilities ...............    92,549     95,579                                                            =========  =========Commitments and contingenciesStockholder's deficit     Common stock and paid-in capital ....................    16,486     16,486     Accumulated other comprehensive income ..............      (613)      (432)     Accumulated deficit .................................   (21,807)   (19,566)                                                            ---------  ---------Total stockholder's deficit ..............................    (5,934)    (3,512)                                                            ---------  ---------     Total liabilities and stockholder's deficit .........  $128,830   $148,626                                                            =========  =========
The accompanying notes are an integral part of these consolidated financial statements.
J.B.POINDEXTER & CO., INC. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF OPERATIONS(Dollars in thousands)                                                                                                Year Ended December 31,                                                                                                 -----------------------                                                                                    2001                 2000                1999                                                                                    ----                 ----                ----Net sales ..........................................................            $ 387,586             $ 451,520            $ 443,429Cost of sales ......................................................              327,346               383,979              374,326                                                                                ----------            ---------            ---------Gross profit .......................................................               60,240                67,541               69,103Selling, general and administrative expense ........................               46,639                47,524               45,048Closed and excess facility costs ...................................                1,751                  --                   --                                                                                ----------            ---------            ---------Operating income ...................................................               11,850                20,017               24,055Interest expense ...................................................               13,494                15,050               13,822                                                                                ----------            ---------            ---------Income (loss) from continuing operations before     income taxes and extraordinary gain ...........................               (1,644)                4,967               10,233Income tax provision ...............................................                  597                   340                1,487                                                                                ----------             --------            ---------Income (loss) from continuing operations before    extraordinary gain .............................................               (2,241)                4,627                8,746Income from discontinued operations,         net of applicable taxes ...................................                 --                    --                     57Extraordinary gain on purchase of Senior Notes,         net of income tax expense of $0 ...........................                 --                    --                    198                                                                                ----------            ---------            ---------Net income (loss) ..................................................            $  (2,241)            $   4,627            $   9,001                                                                                ==========            =========            =========
The accompanying notes are an integral part of these consolidated financial statements.
J.B.POINDEXTER & CO., INC. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF CASH FLOWS(Dollars in thousands)                                                                                               Year Ended December 31,                                                                                               -----------------------                                                                                    2001                  2000                1999                                                                                    ----                  ----                ----Net income (loss) ..................................................            $ (2,241)              $  4,627            $  9,001                                                                                ---------              ---------           ---------Adjustments to reconcile net income (loss) to net      cash provided by operating activities:  Depreciation and amortization ....................................              12,208                 11,549              11,080  Gain on sale of discontinued operations ..........................                --                     --                   (57)  Extraordinary gain on purchase of Senior Notes ...................                --                     --                  (198)  Closed and excess facility costs .................................               1,751                   --                  --  Non-cash provision for excess and obsolete inventory .............               1,047                  1,337               1,926  Non-cash provision for doubtful accounts receivable ..............               1,115                     50                 487  (Gain) loss on sale of property, plant and equipment .............                 (61)                  (219)                 64  Deferred federal income tax provision ............................                (597)                  (223)               --  Other ............................................................                (293)                  (148)                (38)Change in assets and liabilities, net of the      effect of acquisitions:  Accounts receivable ..............................................               7,217                  2,727              (6,478)  Inventories ......................................................               4,661                  5,547              (5,736)  Prepaid expenses and other .......................................                (125)                  (716)                (97)  Accounts payable .................................................                 573                 (7,111)              3,823  Accrued income taxes .............................................                 106                 (1,054)                247  Other accrued liabilities ........................................              (1,486)                (3,346)             (1,125)                                                                                ---------              ---------           ---------      Net cash provided by operating activities ....................              23,875                 13,020              12,899                                                                                ---------              ---------           ---------Cash flows provided by (used in) investing activities:  Purchase of businesses, net of cash acquired .....................                 (39)               (14,552)               (368)  Proceeds from disposition of business, property, plant      and equipment ................................................                  90                  1,162              13,210  Acquisition of property, plant and equipment .....................              (8,490)               (12,681)             (8,195)  Other ............................................................                 (35)                    88                  25                                                                                ---------              ---------           ---------      Net cash provided by (used in) investing activities ..........              (8,474)               (25,983)              4,672                                                                                ---------              ---------           ---------Cash flows provided by (used in) financing activities:  Net (payments) proceeds of revolving lines of      credit and short term debt ...................................             (14,703)                 8,606              (3,147)  Proceeds from long-term debt and capital leases ..................               1,061                  8,790                --  Payments of long-term debt and capital leases ....................              (4,006)                (3,085)            (15,621)                                                                                ---------              ---------           ---------      Net cash provided by (used in) financing activities ..........             (17,648)                14,311             (18,768)                                                                                ---------              ---------           ---------           Increase (decrease) in restricted cash ..................              (2,247)                 1,348              (1,197)Restricted cash beginning of period ................................               2,345                    997               2,194                                                                                ---------              ---------           ---------Restricted cash end of period ......................................            $     98               $  2,345            $    997                                                                                =========              =========           =========
The accompanying notes are an integral part of these consolidated financial statements.
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES                                          CONSOLIDATED STATEMENTS OF STOCKHOLDER'S DEFICITFOR THE YEARS ENDED DECEMBER 31, 2001, 2000 and 1999 (Dollars in thousands, except share amounts)                                                                                                   Accumulated                                              Shares of         Common                                Other                                               Common          Stock and        Accumulated       Comprehensive                                               Stock         Paid-in Capital     Deficit              Income             Total                                             ----------     ----------------   -------------      -------------         -------December 31, 1998........................       3,059            16,486           (33,194)              (491)           (17,199)     Net income..........................        -                -                 9,001                -                9,001     Translation adjustment..............        -                -                -                     175                175                                                                                                                      ----------     Comprehensive income................        -                -                -                     -                9,176                                               ------           -------          ---------            -------         ----------December 31, 1999........................       3,059            16,486           (24,193)              (316)            (8,023)     Net income..........................        -                -                 4,627                -                4,627     Translation adjustment..............        -                -                -                    (116)              (116)                                                                                                                      ----------     Comprehensive income................        -                -                -                     -                4,511                                               ------           -------          ---------            -------         ----------December 31, 2000........................       3,059            16,486           (19,566)              (432)            (3,512)     Net loss............................        -                -                (2,241)               -               (2,241)     Translation adjustment..............        -                -                -                    (181)              (181)                                                                                                                      ----------     Comprehensive loss..................        -                -                -                     -               (2,422)                                               ------           -------          ---------            -------         ----------December 31, 2001........................       3,059           $16,486          $(21,807)            $ (613)         $  (5,934)                                               ======           =======          =========            =======         ==========
The accompanying notes are an integral part of these consolidated financial statements.
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES                                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS1.  Organization & Business:
              J.B.  Poindexter & Co.,  Inc.  ("JBPCO")  and its  subsidiaries  (the  "Subsidiaries",  and together  withJBPCO,  the "Company")  operate  primarily  manufacturing  businesses  principally in North America.  JBPCO and theSubsidiaries are controlled by John B. Poindexter.

            ***Morgan Trailer  Manufacturing  Co.  ("Morgan")***  manufactures  truck bodies for dry freight and  refrigeratedvans  (excluding  those  made  for  pickup  trucks  and  tractor-trailer  trucks).  Its  customers  include  rentalcompanies, truck dealers and companies that operate fleets of delivery vehicles.

            ***Truck  Accessories  Group,  Inc.  ("TAG")***  manufactures  pickup truck "caps" and tonneau  covers,  which arefabricated  enclosures that fit over the open beds of pickup trucks,  converting the beds into weatherproof storageareas.

      TAG includes  Leer,  Gem Top, 20th Century  Fiberglass  (Century),  Raider  Industries  Inc.  (Raider).  andMidwest Truck Aftermarket (MTA).

            ***Specialty  Manufacturing  Group  ("SMG")***  MIC Group  ("MIC  Group"),  manufacturer,  investment  caster  andassembler  of  precision  metal  parts for use in the  worldwide  oil and gas  exploration,  aerospace  and generalindustries.  KWS  Manufacturing,  Inc.  ("KWS")  was  acquired on March 8, 2000 and  designs  and  fabricates  bulkhandling  equipment and Universal Brixius,  Inc.  ("Universal")  acquired March 17, 2000 is a diversified  contractmachining company.

            ***EFP  Corporation  ("EFP")*** molds,  fabricates and markets  expandable foam products which are used as castingpatterns,  packaging,  shock absorbing and materials  handling products  primarily by the automotive,  electronics,furniture, appliance and other industries.  It also manufactures products used as thermal insulators.
2. Summary of Significant Accounting Policies:
            *Principles of  Consolidation.*  The consolidated  financial  statements have been prepared in accordance withaccounting  principles  generally  accepted in the United States.  All intercompany  accounts and transactions havebeen eliminated in consolidation.

            *Restricted  Cash.*  At December 31, 2001 and 2000,  substantially  all of the  Company's  cash is  restrictedpursuant to the terms of the revolving credit facility (See Note 6).

            *Accounts  Receivable.*  Accounts  receivable  are  stated  net  of an  allowance  for  doubtful  accounts  of$1,054,000  and $918,000 at December  31, 2001 and 2000,  respectively.  During the years ended  December 31, 2001,2000 and 1999, the Company charged to expense, $1,115,000,  $50,000 and $487,000,  respectively, as a provision fordoubtful accounts and deducted from the allowance $979,000, $253,000 and $97,000,  respectively,  for write-offs ofbad debts.

            *Inventories.*  Inventories  are stated at the lower of cost or market.  Cost is  determined  by the first-in,first-out (FIFO) method.

            *Property,  Plant and Equipment.*  Property,  plant and equipment,  including  property under capital  leases,are stated at cost. The cost of property  under capital  leases  represents the present value of the future minimumlease  payments  at  the  inception  of  the  lease.  Depreciation  and  amortization  is  computed  by  using  thestraight-line  method over the  estimated  useful  lives of the  applicable  assets.  The cost of  maintenance  andrepairs  is  charged  to  operating  expense  as  incurred  and the  cost of  major  replacements  and  significantimprovements is capitalized.

             *Advertising Expense.*  The Company expenses  advertising costs as incurred.  During the years ended December31,  2001,  2000  and  1999,  advertising  expense  was  approximately   $1,816,000,   $2,487,000  and  $2,031,000,respectively.

            *Income  Taxes.*  The Company  accounts  for income  taxes under the  provisions  of  Statement  of  FinancialAccounting  Standards  (SFAS) No. 109.  Under SFAS No. 109,  deferred tax assets and liabilities are computed basedon the  difference  between  the  financial  statement  and income tax bases of assets  and  liabilities  using theenacted tax rates.

            *Revenue  Recognition.*  Revenue is recognized  upon  shipment of the product to customers,  except for Morganwhere revenue is recognized when title transfers to the customer upon final body assembly,  quality  inspection andcustomer  notification.  The Company  classifies  amounts  billed to customers  related to shipping and handling asrevenue.  The costs associated with the shipping and handling revenue are included in cost of sales.

            *Use of  Estimates.*  The  preparation  of financial  statements  in  conformity  with  accounting  principlesgenerally  accepted in the United States  requires  management to make  estimates and  assumptions  that affect thereported  amounts of assets and liabilities and disclosure of contingent  assets and liabilities at the date of thefinancial  statements  and the reported  amounts of revenues  and  expenses  during the  reporting  period.  Actualresults could differ from those estimates.

            *Reclassifications.*  Certain  prior year  amounts have been  reclassified  to conform to the fiscal year 2001presentation.

            *Recently  Issued  Accounting  Standards.*  In June 1998,  the  Financial  Accounting  Standards  Board (FASB)issued SFAS No. 133, *Accounting for Derivative  Instruments and Hedging  Activities*,  which, as amended by SFAS No.137,  *Accounting  for  Derivative  Instruments  and Hedging  Activities  - Deferral of the  Effective  Date of FASBStatement 133*, is required to be adopted in fiscal years  beginning  after June 15, 2000.  Because of the Company'slimited  use of  derivatives,  the  adoption  of the new  statement  had no  significant  effect on earnings or thefinancial position of the Company.

               In July 2001,  the FASB  issued  SFAS No.  141,  *Business  Combination*.  SFAS No. 141  requires  that allbusiness  combinations  initiated or completed  after June 20, 2001 be accounted  for using the purchase  method ofaccounting.  The statement  provides for recognition  and measurement of intangible  assets separate from goodwill.SFAS No. 141 is effective  for all business  combinations  initiated,  as well as those  completed,  after June 30,2001.  The adoption of the new statement had no effect on the results of operations or the  consolidated  financialposition of the Company.

               In July  2001,  the FASB  issued  SFAS No.  142,  *Goodwill  and Other  Intangible  Assets*  which  becomeseffective for fiscal years  beginning  after  December 15, 2001.  SFAS No. 142 prohibits  amortization  of goodwilland requires  that  goodwill be tested for  impairment  annually.  The  statement  includes  specific  guidance fortesting  goodwill  impairment.  The Company  adopted SFAS No. 142 as of January 1, 2002.  Management  will completethe initial test of impairment of goodwill during the quarter ended March 31, 2002;  however,  the impact,  if any,of implementing the annual goodwill  impairment test on the Company's  consolidated  financial position and resultsof operations  cannot be estimated at this time.  The Company's  consolidated  statement of operations for the yearending December 31, 2001 includes approximately $1,167,000 of goodwill amortization expense.

              In August  2001,  the FASB  issued SFAS No.  144,  *Accounting  for  Impairment  or Disposal of  Long-LivedAssets*.  SFAS No. 144 supercedes  SFAS No. 121,  *Accounting for Impairment of Long-Lived  Assets and for Long-LivedAssets to be Disposed of*, and the accounting  reporting  provisions of Accounting  Principles Board Opinion ("APB")No. 30,  *Reporting the Results of  Operations - Reporting  the Effects of Disposal of a Segment of a Business,  andExtraordinary,  Unusual and Infrequently  Occurring Events and  Transactions*.  SFAS No. 144 retains the fundamentalprovisions of SFAS No. 121 for recognition and measurement of long-lived  asset  impairment and for the measurementof  long-lived  assets to be  disposed  of by sale and the basic  requirements  of APB No. 30. In addition to thesefundamental  provisions,  SFAS No. 144 provides guidance for determining whether long-lived assets should be testedfor impairment and specific  criteria for  classifying  assets to be disposed of as held for sale. The statement iseffective for fiscal years  beginning  after  December 15, 2001,  and the Company will adopt the new standard as ofJanuary 1, 2002.  Management  does not expect the  adoption of this new  standard to have a material  effect on theCompany's consolidated financial position or results of operation.
3.  Segment Data:
            The Company operates and manages its subsidiaries  within the four separate business  segments  described inNote 1.  The  Company  evaluates  performance  and  allocates  resources  based  on the  operating  income  of eachsegment.  The  accounting  policies of the  reportable  business  segments  are the same as those  described in thesummary of  significant  accounting  policies.  The  following  is a summary of the  business  segment data for theyears ended December 31, (dollars in thousands):
Net Sales                                  2001           2000            1999                                         ---------      ---------      ---------Morgan ............................      $173,187       $235,340       $257,673TAG ...............................       138,522        134,992        132,354Specialty Manufacturing Group .....        51,417         48,368         16,685EFP ...............................        24,612         33,798         36,955Inter Segment Eliminations ........          (152)          (978)          (238)                                         ---------      ---------      ---------Net Sales .........................      $387,586       $451,520       $443,429                                         =========      =========      =========Operating Income (Loss)Morgan ............................      $  5,794       $ 11,249       $ 21,824TAG ...............................         4,451          4,523          3,919Specialty Manufacturing Group .....         4,478          6,012           (544)EFP ...............................           808          2,194          3,321JBPCO (Corporate) .................        (3,681)        (3,961)        (4,465)                                         ---------      ---------      ---------Operating Income ..................      $ 11,850       $ 20,017       $ 24,055                                         =========      =========      =========Depreciation and Amortization ExpenseMorgan .............................     $  2,783       $  2,188       $  2,544TAG ................................        4,657          4,680          5,003Specialty Manufacturing Group ......        2,903          2,524            858EFP ................................        1,365          1,659          1,683JBPCO (Corporate) ..................          500            498            741Discontinued operations ............          --             --             251                                         ---------      ---------      ---------Depreciation and Amortization Expense    $ 12,208       $ 11,549       $ 11,080                                         =========      =========      =========Total Assets                                2001           2000           1999                                         ---------      ---------      ---------Morgan .............................     $ 46,651       $ 61,798       $ 67,229TAG ................................       45,171         45,240         45,478Specialty Manufacturing Group ......       25,896         28,547          8,493EFP ................................        9,271         11,216         13,604JBPCO (Corporate) ..................        1,841          1,825          1,907                                         ---------      ---------      ---------Identifiable Assets ................     $128,830       $148,626       $136,711                                         =========      =========      =========Capital Expenditures                       2001            2000           1999                                         ---------      ---------      ---------Morgan .............................     $    886       $  7,376       $  2,505TAG ................................        3,675          4,002          3,426Specialty Manufacturing Group ......        2,310            865            401EFP ................................        1,576            395          1,786JBPCO (Corporate) ..................           43             43             67Discontinued operations ............         --             --               10                                         ---------      ---------      ---------Capital Expenditures ...............     $  8,490       $ 12,681       $  8,195                                         =========      =========      =========
              Morgan has two customers  (truck leasing and rental  companies)  that accounted for, on a combined  basis,approximately  39%,  47% and 53% of Morgan's  net sales during  2001,  2000 and 1999,  respectively.  EFP has threecustomers in the  electronics  industry  that  accounted for  approximately  15%, 28% and 26% of EFP's net sales in2001, 2000 and 1999,  respectively.  Sales related to SMG are  concentrated  with  international  oil field servicecompanies,  with one customer in 2001,  2000 and 1999 that  accounted for  approximately  26%, 29% and 51% of SMG'snet sales, respectively.

              Closed and excess  facility costs of $1,751,000  are  predominately  costs  associated  with  management'sdecision to cease  production of polymer based products at TAG.  Limited  production of certain tonneau models willcontinue in 2002,  however,  product molds and inventory  associated with  discontinued  products of  approximately$611,000  were  written off and the Company  expensed  approximately  $682,000  associated  with  potential  futureproduct  warranty costs.  During the year ended December 31, 2001, the polymer  products  division of TAG had salesof  $4,500,000  and an operating  loss of  $4,200,000  compared to sales of $4.3 million and losses of $0.7 millionduring the prior year.

              Net sales  included  $4,556,000 in 1999 from  intercompany  sales to the  distribution  operations of TAG,which have been  classified as  discontinued  operations for that period.  As a result,  operating  income for 1999included  approximately  $989,000  related to  profits  on these  sales.  Since the TAG  Distribution's  results ofoperations were classified as  discontinued,  the  intercompany  sales do not eliminate on a line item basis in theaccompanying  consolidated  statement of operations for the 1999 period.  However,  on a consolidated  basis,  suchintercompany  transactions are eliminated in the accompanying  consolidated statement of operations for each periodpresented.

              Effective June 30, 2000, the operations of Gem Top, which  manufactures  and distributes  light truck capsprimarily to commercial  customers,  were transferred from Morgan to TAG. The financial  information for Morgan andTAG has been restated to reflect the transfer of Gem Top.

                The Company's  operations are located  principally in the United States.  However,  Raider is located inCanada.  Long-lived  assets  relating to these foreign  operations  were  $4,340,000 and $4,735,000 at December 31,2001 and 2000, respectively.  Consolidated net sales include $13,827,000, $12,541,000 and $12,521,000 in 2001, 2000 and 1999, respectively, to customersoutside the United States.
4.  Inventories:
        Consolidated net inventories consist of the following (dollars in thousands):
                                                             December 31,                                                      -----------------------                                                        2001              2000                                                      --------          --------Raw Materials ............................            $15,022            $22,444Work in Process ..........................              5,428              6,176Finished Goods ...........................              6,311              4,129                                                      -------            ------- Total Inventory .........................            $26,761            $32,749                                                      =======            =======
             Inventories are stated net of an allowance for shrinkage,  excess and obsolete  inventory of $2,537,000 and$2,242,000 at December 31, 2001 and 2000,  respectively.  During the years ended December 31, 2001,  2000 and 1999,the Company charged to expense $1,047,000,  $1,337,000 and $1,926,000,  respectively, as a provision for excess andobsolete  inventory  and  deducted  from  the  allowance  $752,000,  $1,579,000  and  $707,000,  respectively,  forwrite-offs of excess and obsolete inventory.
5.       Long Lived Assets
             Property,  plant and equipment,  as of December 31, 2001 and 2000,  consisted of the following  (dollars inthousands):
                                    Range in Useful Lives   2001          2000                                          in years                                    ---------------------   ----          ----Land ......................................   --        $   3,429    $   3,430Buildings and improvements ................   5-25         22,286       21,241Machinery and equipment ...................   3-10         71,155       67,835Furniture and fixtures ....................   2-10         13,129       12,617Transportation equipment ..................   2-10          3,412        3,257Leasehold improvements ....................   3-10          5,719        4,944Construction in progress ..................   --            2,545        4,927                                                        ----------   ----------                                                          121,675      118,251Accumulated depreciation and amortization .               (74,051)     (68,275)                                                        ----------   ----------Property, plant and equipment, net ........             $  47,624    $  49,976                                                        ==========   ==========
             Depreciation  expense was  $10,559,000,  $9,679,000  and  $8,625,000 for the years ended December 31, 2001,2000 and 1999, respectively.

             Other  assets and  goodwill  as of  December  31,  2001 and 2000,  consist  of the  following  (dollars  inthousands):
                                                                                    2001                              2000                                                                          --------------------------     ---------------------------                                                         Amortization     Accumulated       Net Book      Accumulated       Net Book                                                        Period in Years   Amortization       Value        Amortization        Value                                                        ---------------   ------------      --------      ------------      --------Other Assets:  Cash surrender value of    life insurance .................................            --           $  --           $ 2,068         $  --           $ 1,932  Agreements not-to-compete ........................               6           2,098              79           2,030             147  Debt issuance costs and other ....................            3-10           4,426           1,472           3,976           1,969                                                                             -------         -------         -------         -------Total ..............................................                         $ 6,524         $ 3,619         $ 6,006         $ 4,048                                                                             =======         =======         =======         =======Goodwill ...........................................           20-40         $11,268         $17,976         $10,101         $19,143                                                                             =======         =======         =======         =======
     Goodwill is being  amortized on a  straight-line  basis over 40 years for Morgan,  25 years for TAG and 20years for the SMG.

              The Company records impairment losses on long-lived assets,  including  goodwill,  used in operations whenevents and  circumstances  indicate that the assets may be impaired and the undiscounted cash flows estimated to begenerated by those assets are less than the carrying amounts of those assets.

             As of December 31, 2001, Morgan's facility in Monterrey,  Mexico,  comprising land and buildings,  is beingheld for sale with a net book value of approximately $1,300,000.
6.         Revolving Credit Agreements:
             Amounts  outstanding  under the  Revolving  Credit  Agreement  as of  December  31,  2001 and 2000 were (inthousands):
                                                                 2001      2000                                                                 ----      ----JBPCO Revolver (Weighted average interest rate of 9.2%) ....   $ 9,183   $22,794Welshman Revolver ..........................................      --       1,098                                                               -------   -------Total ......................................................   $ 9,183   $23,892                                                               =======   =======
              The Company's  Revolving Loan  Agreement,  expires on March 31, 2003,  however,  it  automatically  renewsannually  thereafter,  subject to  cancellation by either party.  The Agreement  allows the Company to borrow fundsand  provides  for the  guarantee  of letters of credit  and  certain  foreign  exchange  contracts,  issued by theCompany's  banks,  up to the lesser of $58,000,000 or an amount based on advance rates applied to the total amountsof eligible  accounts  receivable and  inventories of the  Subsidiaries.  The advance rates are 85% for receivableswith the  exception of TAG for which the  receivable  advance rate is 80% and 60% for inventory  excluding  work inprocess.  The  Revolving  Loan  Agreement  provides for  borrowing at variable  rates of interest,  based on eitherLIBOR  (London  Interbank  Offered  Rate,  1.88% at December  31,  2001) or U.S.  prime rate (4.75% at December 31,2001).  Interest is payable  monthly  including  a fee of one-half of one percent on a portion of unused  borrowingavailability.   The  Subsidiaries,   with  the  exception  of  Beltrami  Door  company,   are  guarantors  of  thisindebtedness,  and  inventory and  receivables  are pledged under the  Revolving  Loan  Agreement.  At December 31,2001, the Company had total  borrowings of $9,183,000 and letters of credit of $4,425,000  outstanding  pursuant tothe Revolving Loan Agreement.  At December 31, 2001, the Company's unused  available  borrowing under the RevolvingLoan Agreement totaled approximately $17,088,000.

              The Revolving Loan Agreement  contains  provisions  allowing the lender to accelerate  debt repayment uponthe  occurrence of an event the lender  determines to represent a material  adverse  change.  Balances  outstandingunder the Revolving  Loan  Agreement are  classified as current  liabilities.  The Revolving  Loan  Agreement  alsocontains  restrictive  covenants,  which,  among other  things,  restrict  the ability of the Company to dispose ofassets,  incur  debt and  restrict  certain  corporate  activities.  At  December  31,  2001,  the  Company  was incompliance  with all covenants of the Revolving  Loan  Agreement.  At December 31, 2001, the Company was prohibitedfrom paying  dividends  under the terms of the Revolving Loan Agreement.  Additionally,  the Company's cash balanceis restricted under the terms of the Revolving Loan Agreement.

              Effective  June 27,  2001,  Welshman  Industries  was  merged  into TAG and  borrowings  of  approximately$800,000 were retired with proceeds from the Company's revolving loan.
7.       Long-term debt and Note Offering:
             Long-term  debt as of  December  31,  2001 and 2000  consists  of the  following  (Dollars  in the table inthousands):
                                                                                              2001             2000                                                                                              ----             ----JBPCO:        12 1/2% Senior Notes due 2004 ..............................................         $85,000         $85,000                                                                                             -------         -------TAG:        Note payable, due November 1, 2002, quarterly principal           payments of $27,643 plus interest at 9% .................................             102             203        Obligations under various non-compete agreements ...........................              78             180                                                                                             -------         -------                                                                                                 180             383                                                                                             -------         -------SMG:        Term loan, due March 31, 2007, monthly payments of $25,476           plus interest at U.S. prime plus1/2% (4.75% at           December 31, 2001) ......................................................           1,162           1,843        Cash Flow loan, due March 31, 2002, monthly payments           of $60,417 plus interest at U.S. prime plus 1%           (4.75% at December 31, 2001) ............................................             181             967        Term loan, due March 31, 2007, monthly payments of $38,095           plus interest at U.S. prime plus1/2%           (4.75% at December 31, 2001) ............................................           2,250           2,857        Cash Flow loan, due March 31, 2002, monthly payments           of $55,555 plus interest at U.S. prime plus 1%            (4.75% at December 31, 2001) ...........................................             833           1,500        Seller's Note payable, due March 31, 2003, quarterly payments           of $239,583 plus interest at U.S. prime           (4.75% at December 31, 2001) ............................................           1,198           2,156        Obligations under capital leases ...........................................             957            --                                                                                             -------         -------                                                                                               6,581           9,323                                                                                             -------         -------     Total long-term debt ..........................................................          91,761          94,706      Less current portion .........................................................           3,005           3,301                                                                                             -------         -------      Long-term debt, less current portion .........................................         $88,756         $91,405                                                                                             =======         =======
              The Senior Notes  Indenture  contains  restrictive  covenants,  which,  among other  things,  restrict theability of the Company to dispose of assets,  incur debt and restrict  certain  corporate  activities.  At December31, 2001, the Company was in compliance  with all covenants of the Senior Notes  Indenture.  Under the terms of theSenior  Notes  Indenture,  proceeds in excess of  $2,000,000  from the sale of assets,  including  the stock of theCompany's  subsidiaries,  are required to be used to repay borrowings under the Revolving Loan Agreement.  Proceedsin excess of amounts  outstanding  under the Revolving  Loan  Agreement may be re-invested in assets of the Companywithin one year of the asset sale. At December 31, 2001, the Company was  prohibited  from paying  dividends  underthe terms of the Senior Notes Indenture.

              At December 31, 2001 and September 30, 2001, the  Consolidated  EBITDA  Coverage  Ratio, as defined in the2004 121/2% Senior Notes Bond  Indenture,  was less than 2:1. As a result,  the Company is limited in its ability toincur additional  borrowings,  excluding borrowings under the Revolving Loan Agreement,  enter into capital leases,provide  certain  guarantees or incur liens on its assets.  Prior to September 30, 2001, the ratio was greater than2:1 and the  Company had the ability to incur  additional  debt.  During the six months  ended June 30,  2001,  theCompany acquired certain equipment under capital lease arrangements in the amount of approximately $1.0 million.

              The Company's  obligations  under the Senior Notes are guaranteed by all direct wholly owned  subsidiariesof JBPCO  (the  "Subsidiary  Guarantors").  Each  guarantee  is a senior  unsecured  obligation  of the  subsidiaryproviding  such Guarantee and ranks pari passu with all other senior  unsecured  indebtedness  of such  subsidiary.In addition,  the Subsidiary  Guarantors guarantee the indebtedness  outstanding under the Revolving Loan Agreementand have pledged  substantially all of their assets.  Separate  financial  statements of the Subsidiary  Guarantorsare not included because all the Subsidiary  Guarantors provide the Guarantees,  and the Subsidiary  Guarantors arejointly and severally liable on a full and unconditional basis.

              The Company's  obligations  under the term loans due March 31, 2007 are secured by liens upon the propertyof KWS and Universal in the amount of approximately  $8,057,000  granted to the lender.  MIC Group acquired 100% ofthe stock of  Universal  effective  March 17, 2000 (See Note 13).  The stock of  Universal is pledged to the sellerto secure the Seller's Note due March 31, 2003.

              The Company's  only  un-restricted  non-guarantor  subsidiary  is Beltrami  Door  Company,  a wholly ownedsubsidiary of Morgan.

              The  Company  estimates  the fair value of the 12 1/2% Senior  Notes at  December  31, 2001 and 2000 to beapproximately  $69,000,000  and  $77,350,000,  respectively,  based on their  publicly  traded  value at that  datecompared to a recorded amount of $85,000,000 as of December 31, 2001 and 2000.

              The  carrying  values  of  receivables,  payables  and debt  maturing  within  one year  contained  in theConsolidated Balance Sheets as of December 31, 2001 and 2000 approximate the fair value of those instruments.

              During the year ended  December  31,  1999,  the Company  purchased  $15,000,000  of its 2004 121/2% SeniorNotes for an aggregate  purchase price of approximately  $14,470,000.  The Company  recorded an extraordinary  gainon the purchase of the Senior Notes of  approximately  $198,000,  net of related  deferred  loan costs of $332,000.The  Company's  decision to purchase and hold the Senior  Notes or to sell the Senior  Notes is dependent  upon theinterest rate  arbitrage  between the Senior Notes and  borrowings  under the Revolving  Loan  Agreement and marketconditions.  The  purchases  were made in the open market and the  Company  does not intend to cancel or redeem theSenior Notes and may re-sell the Senior Notes in the open market at a future date.

              **Maturities.**  Aggregate  principal  payments on long-term  debt for the next five years and  thereafter  toDecember 31, 2001, are as follows (dollars in thousands):
2002...............................................................   $  3,0052003...............................................................      1,2652004...............................................................     85,9622005...............................................................        9192006...............................................................        589thereafter.........................................................         21                                                                       -------                                                                       $91,761                                                                       =======8.     Operating Leases:
              The Company leases certain  manufacturing  facilities and equipment under  noncancelable  operating leasescertain of which contain  renewal  options.  The future minimum lease  payments for the next five years  subsequentto December 31, 2001 are as follows (dollars in thousands):
2002...............................................................   $ 10,6622003...............................................................      8,8852004...............................................................      6,4492005...............................................................      4,6642006...............................................................      3,049
              Total rental  expense  included in  continuing  operations  under all  operating  leases was  $11,287,000,$9,206,000 and $7,358,000 for the years ended December 31, 2001, 2000 and 1999, respectively.
9.       Supplemental Cash Flow Information:
              Cash payments for interest were  $13,134,000,  $14,575,000  and  $13,241,000  for the years ended December31, 2001,  2000 and 1999,  respectively.  Cash  payments for income  taxes,  net,  were  $948,000,  $1,400,000  and$1,191,000 for the years ended December 31, 2001, 2000 and 1999, respectively.

              Non-cash  investing  activities for the year ended December 31, 2000 included  $2,875,000  related to thatportion of the purchase price of Universal (See Note 13) evidenced by a promissory note.
10.      Income Taxes:
              The income tax provision  consists of the following for the years ended  December 31,  2001, 2000 and 1999(dollars in thousands):
                                              2001           2000          1999                                              ----           ----          ----Current: Federal ...........................        $   27         $  120         $  192 State .............................           600            268          1,122 Foreign ...........................           600            175            173Deferred: Federal ...........................          (550)          (157)          -- State .............................           (80)           (66)          --                                            -------        -------        ------Income tax provision ...............        $  597         $  340         $1,487                                            =======        =======        ======
              The following  table  reconciles the  differences  between the federal  statutory  income tax rate and theeffective tax rate for the years ended December 31, 2001, 2000 and 1999 (Dollars in thousands):
                                                          2001                    2000                     1999                                                      -----------             ------------           --------------                                                      Amount   %               Amount   %             Amount     %                                                      ------  --               ------   --            ------    --Tax provision (benefit) at     federal statutory income     tax rate.............................            $(559)  (34)%          $ 1,714    34%          $ 3,480     34%Valuation allowance.......................               -      -             (2,166)  (43)           (2,963)   (28)Goodwill amortization.....................              111     7                 96     2                27      -Non deductible expenses...................               29     2                 68     1                83      1State income taxes, net of federal     income tax benefit...................              452    30                111     2               664      6Foreign income and withholding     taxes, net of federal benefit........              565    34                372     7               114      1Other.....................................               (1)    -                145     4                82      1                                                      ------  -----          --------  -----         --------  ------Provision for income     taxes and effective tax rates........            $ 597    36%           $   340     7%          $ 1,487     15%                                                      ======  =====          ========  =====         ========  ======
              The domestic and foreign  components of Income (Loss) from Continuing  Operations  before Income Taxes andExtraordinary Gains were:
                                           2001            2000            1999                                           ----            ----            ----U.S. operations .................        $(2,643)        $ 5,031         $10,022Non U.S. operations .............            999             (64)            211                                         --------        --------        -------         Total ..................        $(1,644)        $ 4,967         $10,233                                         ========        ========        =======
              Deferred income taxes are based on the estimated  future tax effects of differences  between the financialstatements  and tax basis of  assets  and  liabilities  given  the  provisions  of the  enacted  tax laws.  The netdeferred tax assets and liabilities as of December 31, 2001 and 2000 were (dollars in thousands):
                                                            2001           2000Current deferred tax asset:Allowance for doubtful accounts ..................       $   607        $   483Employee benefit accruals and reserves ...........           726          1,044Warranty liabilities .............................          --              240Other ............................................           842            557                                                         --------       --------Total current deferred tax asset .................         2,175          2,324                                                         --------       --------Long term deferred tax asset:Tax benefit carryforwards ........................         8,115          8,299Warranty liabilities .............................           997          1,235Other ............................................          --              373Valuation allowance ..............................          --              (45)                                                         --------       --------Total long term deferred tax asset ...............         9,112          9,862                                                         --------       --------Long term deferred tax liabilities:Depreciation and amortization ....................        (4,466)        (5,521)Other ............................................          (932)        (1,444)                                                         --------       --------Total long term deferred tax liability ...........        (5,398)        (6,965)                                                         --------       --------   Net long term deferred tax asset ..............         3,714          2,897                                                         --------       --------           Net deferred tax asset ................       $ 5,889        $ 5,221                                                         ========       ========
              **Tax  Carryforwards.**  The Company has  investment tax credit  carryforwards  of  approximately  $45,000 forU.S.  federal  income  tax  purposes,  which  expired  in 2001 for which  the  Company  had  recorded  a  valuationallowance.  The Company has alternative  minimum tax credit  carryforwards of approximately  $1,154,000 at December31, 2001 for U.S.  federal  income tax purposes,  which may be carried  forward  indefinitely.  The  utilization of$817,000  of the  alternative  minimum  tax  credit  carryforward  is  restricted  to  the  taxable  income  of oneSubsidiary.  The Company has net  operating  loss  carryforwards  of  approximately  $20,400,000  for U.S.  federalincome tax purposes at  December 31,  2001,  which if not utilized,  will begin to expire in 2004.  Management  hasdetermined  that the  realization  of the  deferred tax assets will more likely than not be realized as a result ofprobable future taxable income and prudent and feasible tax planning strategies.
11.      Common Stock:
              As of  December 31,  2001 and 2000,  there were 100,000  shares  authorized  and 3,059  shares  issued andoutstanding  of JBPCO  common stock with a par value of $.01 per share.  JBPCO was  incorporated  in  Delaware.  Noother classes of common stock, preferred stock or common stock equivalents exist.
12.      Employee Benefit Plans:***Defined Contribution Plans***
              ***JBPCO 401(k) Plan.*** The JBPCO-sponsored  401(k) savings plan allows  participating  employees to contributethrough  salary  deductions  up to 15% of gross pay and provided  for Company  matching  contributions  up to threepercent  of the  first  six  percent  of  gross  pay  as  well  as the  opportunity  for  an  annual  discretionarycontribution.  Vesting  in the  Company  matching  contribution  is 20% per year over the  first  five  years.  TheCompany incurred related employer matching contribution and administrative  expenses of $1,018,000,  $1,207,393 and$1,161,823 during the years ended December 31, 2001, 2000 and 1999, respectively.

              Morgan  sponsors  a  defined  contribution  profit  sharing  plan that  provides  retirement  benefits  toemployees.  Morgan suspended  contributions to the plan,  indefinitely,  effective  January 1, 2001 Morgan incurredrelated  contribution and  administrative  expenses of $185,000 and $1,127,000  during the years ended December 31,2000 and 1999, respectively.

              Effective  December 31, 2000, EFP sold its Astro division,  however,  substantially all the employees werecovered by a defined  contribution  money purchase  pension plan.  The plan was terminated  effective with the saleand all  participants  became fully  vested,  however,  EFP  contributed  $55,000 to the plan during the year endedDecember 31, 2001 in order to fulfill the final settlement obligations of the plan.
***Defined Benefit Plans***
              Morgan assumed future  sponsorship  of the National  Steel Service  Centers'  pension plan, a company thatceased doing  business and into which Morgan was merged in 1993,  and continued to make  contributions  to the planin accordance  with the funding  requirements of the Internal  Revenue  Service.  No further  benefits have accruedsubsequent to February 12, 1992. The plan was terminated  effective  December 31, 1999 and the distribution of planassets in satisfaction  of plan  obligations  was completed  during 2000. The plan assets  remaining after the planobligations were settled, reverted back to the Company in December 2001, in the amount of $428,000.

              Gem Top, a division of TAG, had a defined  benefit plan covering hourly  employees  working at least 1,000hours per year.  The plan was  frozen  effective  March 31,  1996 and at  December  31,  2001 and 2000 plan  assetsapproximated projected benefit obligations.

              The Company's  funding  policy for the Gem Top plan is to make the minimum annual  contributions  requiredby  applicable  regulations.  The  following  table sets forth the funded  status  and  amounts  recognized  in theCompany's  consolidated  balance sheets as of December 31,  2001 and 2000, and the significant  assumptions used inaccounting for the defined benefit plans. (dollars in thousands):
                                                            2001          2000                                                            ----          ----Change in benefit obligationBenefit obligation at beginning of year ............     $   503       $ 1,724Interest cost ......................................          34            30Actuarial (gains) losses ...........................          19          (117)Benefits paid ......................................          (7)          (18)Benefit settlements ................................         (25)       (1,116)                                                         --------      --------Benefit obligation at end of year ..................     $   524       $   503                                                         --------      --------                                                            2001          2000                                                            ----          ----Change in plan assetsFair value of plan assets at beginning of year .....     $   941       $ 2,105Actual return on plan assets .......................         (40)          (17)Company contributions ..............................          11            12Expenses ...........................................          (5)          (25)Benefits paid ......................................          (7)          (18)Benefit settlements ................................         (25)       (1,116)Reversion payment ..................................        (428)          --                                                         --------      --------Fair value of plan assets at end of year ...........         447           941                                                         --------      --------Funded status of the plan ..........................         (77)          438Unrecognized actuarial loss ........................          68           (31)Unrecognized net transition obligation .............          51           --                                                         --------      --------Prepaid benefit cost ...............................     $    42       $   407                                                         ========      ========                                                            2001          2000                                                            ----          ----Weighted-average assumptionsas of December 31:Discount rate ......................................        6.75%          6.8%Expected return on plan assets .....................        8.0%           8.0%                                                      2001       2000      1999                                                      ----       ----      ----Components of net periodicpension benefitService cost ..................................     $   5      $   5      $   5Interest cost .................................        34         30        243Expected return on plan assets ................       (39)       (40)      (345)Recognized net actuarial (gains)/losses .......         8         (4)        (5)Settlement gains ..............................        --         --        (17)                                                    ------     ------     ------Net periodic pension benefit ..................     $   8      $  (9)     $(119)                                                    ======     ======     ======13.      Acquisitions:Fabrication Business of Polyfoam
             Effective  September 28, 2001,  EFP acquired the foam  fabrication  business of Polyfoam  Inc.,  located inNashville, TN.  EFP paid approximately $39,000 in cash for the assets of the operation.
KWS Manufacturing Co. and Universal Brixius, Inc.
              Effective  March 8, 2000,  MIC Group acquired the stock of KWS. MIC Group paid  approximately  $5,843,000,net of cash  acquired,  in cash for the  stock of KWS.  Goodwill  recorded  of  approximately  $1,276,000  is beingamortized  over 20 years.  The  acquisition  was treated as a purchase and revenues and  operating  income from thedate of  acquisition  until  December 31, 2001 of  $8,703,000  and  $417,000,  respectively,  were  included in theconsolidated results of operations for year ended December 31, 2000.

              Effective  March 17,  2000,  MIC Group  acquired  the stock of  Universal.  MIC Group  paid  approximately$11,584,000,  net of cash acquired for the stock of Universal,  of which  $8,725,000 was paid in cash. In addition,$2,875,000  of the  purchase  price  was  evidenced  by a  promissory  note  payable  in 12  consecutive  quarterlyinstallments of principal and interest.  Goodwill  recorded of approximately  $4,290,000 is being amortized over 20years.  The  acquisition  was treated as a purchase and revenues and operating  income from the date of acquisitionuntil December 31, 2000 of $9,120,000 and $2,213,000,  respectively,  were included in the consolidated  results ofoperations for the year ended December 31, 2000.

              The Company's  consolidated  results of operations on a pro forma basis, as though the businesses acquiredduring the year ended  December  31,  2000 had been  acquired  on  January 1, 2000 were as follows  (in  thousands,except per share amounts):
                                                          For the Twelve Months                                                         Ended December 31, 2000                                                         -----------------------Pro forma net sales ................................             $455,781Pro forma operating income .........................               20,582Pro forma net income ...............................                5,014
              These pro forma results are presented for  informational  purposes  only.  These results do not purport toshow the actual results,  which would have occurred had the business  combinations  been  consummated on January 1,2000, nor should they be viewed as indicative of future results of operations.
14.      Commitments and Contingencies:
              ***Claims  and  Lawsuits.***  The  Company is  involved  in certain  claims and  lawsuits  arising in the normalcourse of  business.  In the opinion of  management,  the  ultimate  resolution  of these  matters  will not have amaterial adverse effect on the financial position or results of operations of the Company.

              EFP is  subject to a lawsuit  concerning  the  supply by a utility  company  of natural  gas to one of itsmanufacturing  plants.  The utility company has alleged that EFP was under-billed by approximately  $500,000 over afour-year  period,  as a result of errors  made by the  utility  company.  EFP was  granted  a motion  for  summaryjudgment  dismissing  the suit  effective  April 20, 1999.  The utility  company has succeeded in its appeal to theTexas Supreme Court and the case has been remanded back to the trial court.  A tentative  settlement  was agreed tosubsequent to December 31, 2001.  Management  believes that the ultimate  resolution of this matter will not have amaterial adverse effect on the Company.

              ***Warranty.***  Morgan  provides  product  warranties  for periods up to seven  years.  TAG provides a warrantyperiod,  exclusive to the original truck owner, which is, in general but with exclusions,  one year for parts, fiveyears for paint and  lifetime  for  structure.  A provision  for  warranty  costs is included in cost of sales whengoods are sold based on historical experience.

              ***Letters  of Credit  and Other  Commitments.***  The  Company  had  $4,425,000  in  standby  letters of creditoutstanding at December 31, 2001 and 2000, primarily securing the Company's insurance programs.

              ***Environmental  Matters.***  Since 1989,  Morgan has been named as a  potentially  responsible  party  ("PRP")with respect to the  generation of hazardous  materials  alleged to have been handled or disposed of at two FederalSuperfund sites in Pennsylvania  and one in Kansas.  Although a precise  estimate of liability  cannot currently bemade with respect to these sites,  based upon  information  known to Morgan,  the Company  currently  believes thatit's  proportionate  share, if any, of the ultimate costs related to any necessary  investigation and remedial workat those  sites will not have a  material  adverse  effect on the  Company.  To date,  the  Company's  expendituresrelated to those sites have not been significant.

              In a  memorandum  dated  January 10, 2002 and written by the  Georgia  Environmental  Projection  Division("EPD"),  The Truck  Accessories Group ("TAG") was notified that it may be a PRP to a Georgia state superfund site.Although  a precise  estimate  of  liability  cannot  currently  be made with  respect to this  site,  the  Companycurrently  believes  that it's  proportionate  share,  if any,  of the  ultimate  costs  related  to any  necessaryinvestigation and remedial work at this site will not have a material adverse effect on the Company.

              On October 4, 2001, the United States  Environmental  Protection  Agency  ("EPA") filed an  administrativecomplaint against the Truck Accessories Group,  Inc., d/b/a Leer Midwest,  Elkhart,  Indiana.  The EPA claimed thatthe  Company  failed to timely file  certain  forms  allegedly  required  pursuant  to Section 313 of the  EmergencyPlanning and Community  Right-to-Know  Act, and  regulations  promulgated  thereunder.  The EPA sought a penalty of$59,000.  The Company is engaged in settlement  discussions to resolve these and other potential  claims.  Althougha precise  estimate of  liability  cannot  currently  be made with  respect to the alleged  violation,  the Companycurrently believes that the ultimate costs of this matter will not have a material adverse effect on the Company.

              The Company's  operations  utilize resins,  paints,  solvents,  oils and  water-based  lubricants in theirbusinesses.  Also, raw materials  used by EFP contain  pentane,  which is a volatile  organic  compound  subject toregulation  under  the  Clean  Air  Act.  Although  the  Company  believes  that  it has  made  sufficient  capitalexpenditures to maintain  compliance with existing laws and  regulations,  future  expenditures may be necessary ifand when compliance standards and technology change.

              ***Self-Insured  Risks.***  The  Subsidiaries  utilize a combination  of insurance  coverage and  self-insuranceprograms for property,  casualty,  including  workers'  compensation,  and health care  insurance.  The Company hasreserves  recorded to cover the self-insured  portion of these risks based on known facts and historical trends andmanagement  believes that such  reserves are adequate and the ultimate  resolution of these matters will not have amaterial adverse effect on the financial position or results of operations of the Company.
15.      Related Party Transactions:
              The Company is party to a Management  Services  Agreement with Southwestern  Holdings,  Inc. a corporation("Southwestern")  owned by Mr. Poindexter.  Pursuant to the Management  Services Agreement,  Southwestern  providesservices to the  Company,  including  those of Mr.  Poindexter.  The  Company  pays to  Southwestern  a base fee ofapproximately  $46,000 per month for these services,  subject to annual automatic increases based upon the consumerprice index.  Prior to the  resignation of Mr. Magee,  the Company's Chief  Financial  Officer,  in April 2001, theCompany  paid  Southwestern  Holdings  approximately  $66,500 per month.  The Company may also pay a  discretionaryannual bonus to Southwestern subject to certain  limitations;  none was paid in 2001, $686,000 was paid in 2000 andnone was paid in 1999.  The Company paid  Southwestern  $757,000,  $1,377,000  and $625,000  during 2001,  2000 and1999, respectively,  for all these services.  Welshman Industries,  which was not a restricted subsidiary under theterms of the Bond  Indenture  or a  guarantor  under the terms of the  Company's  Revolving  Loan  Agreement,  paidSouthwestern Holdings $50,000 and $120,000 during 2000 and 1999, respectively, for certain services.

              Mr.  Poindexter  is an officer of JBPCO and is a partner in a  partnership  that leases to Morgan  certainreal property in Georgia.  Morgan paid $287,000,  $275,000 and $230,000 in rent to the  partnership  in 2001,  2000and 1999 pursuant to such lease.
16.      Discontinued Operations
              **TAG Distribution.**  The disposal of principally all of TAG's  distribution  operations was completed duringthe year ended  December  31, 1999.  The results of  operations  of the  distribution  operations  of TAG have beenreported  as  discontinued  operations  in the  consolidated  financial  statements  for  1999.  Based on  improvedoperating  performance,  the  Company  decided  during  the  second  quarter  of 1999 to  retain  certain  of TAG'sdistribution  operations  which  included  Midwest  Truck  Aftermarket  (MTA) and three retail stores (the Stores).Accordingly,  the MTA portion of the estimated  loss on disposal of TAG's  distribution  operations of  $1,306,000,which  represented the goodwill  related to the acquisition of MTA, was reversed in the  accompanying  consolidatedstatement of operations  for the year ended December 31, 1999.  Additionally,  the results of operations of MTA andthe Stores have been included in continuing operations for all periods presented.

              During  the year  ended  December  31,  1999,  the  Company  sold two  wholesale  locations  and 30 retaillocations,  including  eight  stores,  which were part of  Welshman  Industries  (formerly  Radco).  Two  wholesalelocations  and  three  retail  locations  were  closed.  The  Company  realized  total  proceeds  of  approximately$4,726,000 from the  disposition of these assets.  The proceeds were used to repay  borrowings  under the RevolvingLoan Agreement.

              TAG revenues from  discontinued  distribution  operations  were $8,211,000 for the year ended December 31,1999.  The  income  (loss)  from  discontinued  operations  related  to the  distribution  operations  of TAG  (TAGDistribution), during the twelve months ended December 31, 1999 was zero.

               The  $1,306,000  additional  loss  recorded  in 1999  represents  the  amounts in excess of the  estimateprovided in 1998.  The actual loss on sale  exceeded  the prior  estimate  by $638,000  and the actual  losses fromoperations during the period after the measurement date exceeded the estimate by $668,000.

     Losses from the disposed distribution operations of TAG included interest expense of $94,000 related tothe borrowings of TAG Distribution under the Revolving Loan Agreement for thetwelve months ended December 31, 1999. The borrowings were repaid using theproceeds from the sale of TAG’s distribution operations. 

               **Lowy Group.**  Effective  December 28, 1999,  the Company  completed the disposal of Lowy Group,  which wascomposed of Lowy Distribution and Blue  Ridge/Courier  and comprised the Company's floor covering segment.  Certainassets and  liabilities of Lowy  Distribution  were sold  effective June 7, 1999 and certain  remaining real estatewas  sold  effective  November  24 and  December  30,  1999.  The  Company  realized  total  net cash  proceeds  ofapproximately  $7,843,000 and realized a gain of  approximately  $57,000 on the disposal,  net of goodwill  writtenoff of $369,000.

               The  results  of  operations  of  Lowy  Group  have  been  reported  as  discontinued  operations  in theconsolidated  financial  statements for 1999.  Lowy revenues were  $15,932,000 for the twelve months ended December31, 1999.

     The gain on disposal  during 1999 is net of operating  losses of $383,000 which  represents the results ofoperations  subsequent  to the  measurement  date.  The  operating  results  of Lowy  include  interest  expense of$164,000  related to the  borrowings  of Lowy under the  Revolving  Loan  Agreement  for the  twelve  months  endedDecember 31, 1999. The related borrowings were repaid using the proceeds from the sale of the operations.
17.      Supplemental Guarantor Information:
              The Company's obligations under the Senior Notes are guaranteed by each directly  wholly-owned  Subsidiaryof JBPCO. In addition,  the Subsidiary  Guarantors guarantee the indebtedness  outstanding under the Revolving LoanAgreement.  The Indenture and Revolving Loan Agreement  provide that for  subsidiaries  acquired  subsequent to theissuance of the Senior Notes to be designated as guarantors of the Senior Notes,  provided certain  financial ratiotests are met.

             The  following  consolidating  financial  information  is  presented  for  purposes of  complying  with thereporting  requirements of the parent company and the Guarantor  Subsidiaries.  The financial  information includescondensed  balance sheet  information as of December 31, 2001 and 2000 and condensed  operating  statement and cashflow  information  for the year ended  December 31, 2001 and 2000.  The Company's  non-guarantor  subsidiaries  areBeltrami Door Company and  Acero-Tech,  S.A. de C.V.  Welshman  Industries  was merged into TAG effective  June 27,2001,  the  results of  operations  and cash  flows for  Welshman  are  included  with  those of the  non-guarantorsubsidiaries  below  for the  period  prior  to the  merger  into  TAG.  Separate  financial  statements  or  otherdisclosures  of the  guarantors  as of  December  31,  1999  and for the  year  ended  December  31,  1999  are notsignificant.
**Consolidating Condensed Balance Sheet Information (dollars in thousands):**                                                                      December 31, 2001                                           Guarantor         Non-guarantor           JBPCO and                                          Subsidiaries        Subsidiaries          Eliminations       Consolidated                                          ------------       -------------          ------------       ------------Assets        Current assets..................     $ 56,355            $  562             $  (1,020)             $ 55,897        Noncurrent assets...............       68,625             1,447                 2,861                72,933                                             --------            ------             ----------             ---------        Total assets....................     $124,980            $2,009             $   1,841              $128,830                                             ========            ======             ==========             =========Liabilities and Equity        Current liabilities.............     $ 36,052            $  237             $   5,926              $ 42,215        Noncurrent liabilities..........        7,727              -                   84,822                92,549        Stockholder's equity           (deficit)....................       81,201             1,772               (88,907)               (5,934)                                             --------            ------             ----------             ---------        Total liabilities and equity....     $124,980            $2,009             $   1,841              $128,830                                             ========            ======             ==========             =========                                                                      December 31, 2000                                             Guarantor       Non-guarantor         JBPCO and                                           Subsidiaries       Subsidiaries        Eliminations          Consolidated                                           ------------      -------------        ------------          ------------Assets        Current assets..................     $ 69,580            $3,652              $   (670)             $ 72,562        Noncurrent assets...............       70,406             3,335                 2,323                76,064                                             --------            ------              ---------             ---------        Total assets....................     $139,986            $6,987              $  1,653              $148,626                                             ========            ======              =========             =========Liabilities and Equity        Current liabilities.............     $ 50,701            $2,293              $  3,565              $ 56,559        Noncurrent liabilities..........       10,382               197                85,000                95,579        Stockholder's equity           (deficit)....................       78,903             4,497               (86,912)               (3,512)                                             --------            ------              ---------             ---------        Total liabilities and equity....     $139,986            $6,987              $  1,653              $148,626                                             ========            ======              =========             =========**Consolidating Condensed Statement of Operations Information for the Year ended:**                                                                      December 31, 2001                                           Guarantor          Non-guarantor         JBPCO and                                          Subsidiaries        Subsidiaries         Eliminations         Consolidated                                         --------------      ---------------      --------------       --------------Net sales...............................     $380,300            $ 7,438              $  (152)             $387,586Cost of sales...........................      319,933              7,565                 (152)              327,346Net income (loss).......................     $  4,331            $(1,990)             $(4,582)             $ (2,241)                                                                      December 31, 2000Net sales...............................     $440,752           $ 11,746              $  (978)             $451,520Cost of sales...........................      375,458              9,499                 (978)              383,979Net income (loss).......................     $ 10,895           $ (1,394)             $(4,874)             $  4,627**Consolidating Condensed Statement of Cash Flows Information for the Year ended:**                                                                      December 31, 2001                                            Guarantor         Non-guarantor         JBPCO and                                           Subsidiaries       Subsidiaries         Eliminations         Consolidated                                           ------------       -------------        ------------         -------------Net cash provided by (used in)     operating activities.................    $27,500           $ (1,723)            $ (1,910)             $ 23,867                                              --------          ---------            ---------             ---------Capital expenditures......................     (8,444)                (4)                 (42)               (8,490)Proceeds from sale of assets..............         85                  5                  -                      90Other.....................................        (66)                -                   -                     (66)                                              --------          ---------            ---------             ---------Net cash (used in) generated     by investing activities..............     (8,425)                 1                  (42)               (8,466)                                              --------          ---------            ---------             ---------Net payments on     revolving lines of credit............    (13,826)              (280)                (597)              (14,703)Proceeds from long-term     debt and capital leases..............      1,061               -                     -                   1,061Payments of long-term     debt and capital leases..............     (3,905)              (101)                 -                  (4,006)Intercompany accounts.....................     (3,749)             1,200                2,549                   -                                              --------          ---------             --------              --------Net cash provided by (used in)     financing activities.................    (20,419)               819                1,952               (17,648)                                              --------          ---------             --------              --------Decrease in restricted      cash and cash equivalents...........   $ (1,344)          $   (903)            $    -                $ (2,247)                                             =========          =========             ========             =========                                                                      December 31, 2000Net cash provided by (used in)     operating activities.................    $20,084           $ (1,371)            $ (5,693)            $  13,020                                              --------          ---------            ---------            ----------Capital expenditures......................    (12,433)              (205)                 (43)              (12,681)Purchase of business......................    (14,552)               -                     -                (14,552)Proceeds from sale of assets..............      1,162                -                     -                  1,162Other.....................................         88                -                     -                     88                                              --------          ---------            ---------            ----------Net cash used in investing     activities...........................    (25,735)              (205)                 (43)              (25,983)                                              --------          ---------            ---------            ----------Net proceeds of     revolving lines of credit............      8,190                297                  119                 8,606Proceeds from long-term     debt and capital leases..............      8,790                -                     -                  8,790Payments of long-term     debt and capital leases..............     (2,882)              (203)                  -                 (3,085)Intercompany accounts.....................     (7,367)             1,750                5,617                   -                                              --------          ---------            ---------            ----------Net cash provided by (used in)     financing activities.................      6,731              1,844                5,736                14,311                                              --------          ---------            ---------            ----------Increase in restricted      cash and cash equivalents...........    $ 1,080           $    268             $     -              $   1,348                                              ========          =========            =========            ==========Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
                   None.
PART III.Item 10.      Directors and Executive Officers of the Registrant
              The  directors  and  executive  officers of the Company are set forth  below.  All  directors  hold officeuntil the next  annual  meeting of  stockholders  of the  Company or until their  successors  are duly  elected andqualified.  Executive  officers of the Company are  appointed by the Board of  Directors  annually and serve at thediscretion of the Board of Directors.
         Name             Age        Position         ----             ---        --------John B. Poindexter ....   57   Chairman of the Board and Chief Executive OfficerKeith F. Moore ........   54   Director, President and Chief Operating OfficerStephen P. Magee ......   54   DirectorWilliam J. Bowen ......   80   DirectorBruce Freeman .........   48   Senior Vice President of OperationsRobert S. Whatley .....   50   Vice President, ControllerLarry T. Wolfe ........   53   Vice President Administration
              John B.  Poindexter  has served as Chairman of the Board and Director of the Company  since 1988 and ChiefExecutive  Officer since 1994.  From 1985 through 1996,  Mr.  Poindexter was the majority  limited  partner of J.B.Poindexter  & Co.,  L.P.,  a  privately  held,  long-term  equity  investment  and  management  firm  formed by Mr.Poindexter.  From 1983  through  1985,  he was  co-managing  partner of KD/P  Equities,  a  privately  held  equityinvestment firm that he co-founded.  From 1976 through 1985, Mr. Poindexter  worked for Smith Barney,  Harris Upham& Co. While with Smith Barney,  he became a senior vice  president  for its Smith Barney  Venture  Corporation  andSmith Barney Capital  Corporation  ("SBCC") affiliates and a partner in First Century Partnership II, an investmentfund managed by SBCC.

              Keith Moore was named  President and Chief  Operating  Officer of J.B.  Poindexter & Co., Inc. in February2002.  Previously  from 1999 to 2001,  Mr. Moore was the  President  and CEO of Calumet  Coach Company and prior tothat he was President and CEO of Beacon Eye Institute.

              Stephen P. Magee  served as Treasurer  and a Director of the Company  since the Company was formed in 1988and as Chief Financial Officer of the Company from 1994 to 2001.

              William J. Bowen retired in 1992 as the Chairman of the Board of Transco  Energy  Company  ("Transco"),  adiversified  energy company based in Houston,  Texas.  Mr. Bowen served as Chief Executive  Officer of Transco from1974 until his retirement from that position in 1987.

              Bruce L.  Freeman was named Senior Vice  President of  Operations  on November 15, 2001.  Previously,  Mr.Freeman  spent 20 years with the  General  Electric  Company  in a variety of  operations,  senior  management  andPresident  assignments  followed by four years as President  of AEC Sterling and later was a Senior Vice  Presidentwith Northwestern Corporation.

              Robert S. Whatley has served as Vice President, Controller since June 1994.

              Larry T. Wolfe has served as Vice President of Administration since May of 1995.

              Directors  who are  officers or  employees  of the Company do not receive  fees for serving as  directors.The Company pays $20,000 per year as director's fees to each outside director.
Other Significant Persons
              Although  not an  executive  officer of the Company,  each of the  following  persons is an officer of thereferenced Subsidiary or division thereof and is an important contributor to the Company's operations:
         Name                  Age            Position         ----                  ---            --------Nelson Byman .............     55     President of Specialty Manufacturing GroupRobert Ostendorf .........     51     President of MorganTimothy Smith ............     46     President of EFP
              Nelson  Byman  has 28  years  of  engineering  and  management  experience  and  was  most  recently  VicePresident/General  Manager of a domestic  division of  Weatherford/Enterra,  a  manufacturer  of  oilfield  relatedequipment.

              Robert  Ostendorf,  Jr.  became  President and Chief  Operating  Officer of Morgan  Trailer  Mfg.,  Co. inNovember 1999.  Previously,  Mr.  Ostendorf  served as President of the Truck Group of Cambridge  Industries,  Inc.He has over 23 years of  experience in a variety of  manufacturing  and general  management  positions in the truckand automotive related industries.

              Timothy  Smith became  President of EFP in February  2001.  Mr. Smith has over 20 years  experience in theplastics and related  businesses.  He spent 18 years with BASF Corporation where he held  increasingly  responsiblesenior  management  positions.  Most  recently he was  affiliated  with a plastics  company  joint venture as theirPresident.
Item 11.  Executive Compensation
              The  following  table sets forth certain  information  regarding  the  compensation  paid to the Company'sChief  Executive  Officer and the other  executive  officers whose total annual salary and bonus are anticipated toexceed $100,000 for the fiscal years ended December 31, 2001, 2000 and 1999:
                                                                   Summary Compensation Table                                                               Annual Compensation                 All Other         Name and Principal Position                      Year      Salary       Bonus            Compensation         ---------------------------                     -----     --------     -------           ------------         John B. Poindexter                               2001      $  (a)       $   -              $    -               Chairman of the Board and                  2000         (a)               Chief Executive Officer                    1999         (a)         Peter K. Hunt                                    2001      $330,000     $223,000           $    -               President and Chief                        2000      $330,000     $466,000           $    -               Operating Officer                          1999      $278,000     $ 75,000           $  40,000         R. S. Whatley Controller                         2001      $139,360     $ 10,000           $    -                                                          2000      $135,435     $120,531           $    -                                                          1999      $124,600     $    -             $    -         L. T. Wolfe Vice President                       2001      $213,750     $ 40,000           $    -               Administration                             2000      $207,867     $278,516           $    -                                                          1999      $192,794     $ 20,000
     (a)      Mr.  Poindexter  does not receive a salary from the  Company.  Rather,  his  services  are provided to the         Company pursuant to a Management Services Agreement.  See "Management Services Agreement."

              The Company's  incentive  compensation  plan covering certain of its executive  officers is similar to theSubsidiary  Incentive Plans described below. During 2000, the Company  implemented its long-term  compensation planin order to provide  the  opportunity  for key  members of the Company  and its  Subsidiaries  to be rewarded  withfinancial  incentives  for  achieving the  financial  objectives of the Company.  Awards under the plan vest over athree year period provided certain financial obligations have been met.

              Mr. Poindexter is covered by the various insurance programs provided by Morgan to its employees.
Management Services Agreement
              Concurrently  with the Note  Offering,  the Company  entered into a Management  Services  Agreement with acorporation   ("Southwestern")   owned  by  Mr.  Poindexter.   Pursuant  to  the  Management   Services  Agreement,Southwestern  provides  services to the Company,  including  those of Mr.  Poindexter  who serves as the  Company'sChairman  of the Board and Chief  Executive  Officer.  The  Company  paid to  Southwestern  approximately  $757,000during the year ended  December 31, 2001,  of which  $552,000  were for the  services of Mr.  Poindexter.  The feesalso included the services of Mr. Magee, the Company's Chief Financial  Officer,  until his resignation,  effectiveApril 30,  2001.  The annual fee is subject to annual  automatic  increases  based upon the  consumer  price index.The Company may pay a discretionary  annual bonus to Southwestern  for the provision of Mr.  Poindexter's  servicesand may  increase  the annual fee payable  above the  automatic  annual  increase,  in each case subject to certainlimitations,  if after giving effect to such payment and/or  increase the Company's  Consolidated  EBITDA  CoverageRatio, as defined in the Indenture, is 2.00 to 1 or higher.
Subsidiary Incentive Plans
              The Company has adopted an  incentive  compensation  plan for members of upper  management  of each of itsSubsidiaries  (collectively  the  "Incentive  Plans") to provide for the payments of annual  bonuses based upon theattainment  of  performance-based  goals.  Eligible  employees  are  entitled to receive a bonus if the  Subsidiaryattains or surpasses a stated  percentage  (which  varies by  Subsidiary)  of that  Subsidiary's  budgeted  pre-taxprofit,  with the amount of bonus being tied to the  Subsidiary's  actual pre-tax profits.  Individual  bonuses arethen  allocated  among the  eligible  employees  based  upon their  individual  achievement  of stated  performanceobjectives.  The  Subsidiaries  also  maintain  certain  other  benefit  plans for their  respective  officers  andemployees.  See Note 12 to the Consolidated Financial Statements for the Company.
Compensation Committee Interlocks and Insider Participation
              The Company does not have a compensation committee.
Item 12.  Security of Ownership of Certain Beneficial Owners and Management                                                            Beneficial Ownership                                                              Number     PercentDirectors, Officers and 5% Stockholders                     of Shares   of ClassJohn B. Poindexter                                            3,059         100%     c/o J.B. Poindexter & Co., Inc.     1100 Louisiana, Suite 5400     Houston, Texas 77002Keith F. Moore                                                 --           --     c/o J.B. Poindexter & Co., Inc.     1100 Louisiana, Suite 5400     Houston, Texas 77002Stephen P. Magee                                               --           --     c/o J.B. Poindexter & Co., Inc.     1100 Louisiana, Suite 5400     Houston, Texas 77002William J. Bowen                                               --           --     c/o J.B. Poindexter & Co., Inc.     1100 Louisiana, Suite 5400     Houston, Texas 77002All directors and officers as a                               _____        _____group (4 persons)                                             3,059         100%
             Mr. Poindexter has sole voting and investment power with respect to all shares that he beneficially owns.
Item 13.  Certain Relationships and Related Transactions
              Mr.  Poindexter is a member of a partnership  ("Bartow")  that leases  certain real property in Georgia toMorgan.  During each of 2001, 2000 and1999,  Morgan paid $287,000,  $275,000 and $230,000,  respectively as rent toBartow,  and it will  continue to pay such rent to Bartow in the future.  The Company  believes  that the rent paidby Morgan to Bartow is a competitive market rate for the location.

             The  Company  has  entered  into a  Management  Services  Agreement  with  Southwestern  Holdings,  Inc.  acorporation   ("Southwestern")   owned  by  Mr.  Poindexter.   Pursuant  to  the  Management   Services  Agreement,Southwestern  provides  services  to  the  Company,  including  those  of  Mr.  Poindexter.  The  Company  pays  toSouthwestern  approximately $46,000 per month for these services,  subject to annual automatic increases based uponthe  consumer  price  index.  The Company may also pay a  discretionary  annual  bonus to  Southwestern  subject tocertain  limitations.  For all services the Company paid  Southwestern  $757,000,  $1,377,000  and $625,000  during2001, 2000 and 1999, respectively.

             Welshman,  which was not a  restricted  subsidiary  under  the terms of the  Senior  Notes  Indenture  or aguarantor  under the terms of the Company's  Revolving  Loan  Agreement,  paid  Southwestern  Holdings  $50,000 and$120,000 during 2000 and 1999, respectively for certain services.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K     (a)(1)       Financial Statements - None, other than as previously listed in response to Item 8.     (a)(2)       Financial Statement Schedules - Disclosures  included in the Notes to the Consolidated  Financial                  Statements     (a)(3)       Exhibits - None     3.1(a)       Second Restated Certificate of Incorporation     3.1.1(b)     Certificate of First Amendment to Second Restated Certificate of Incorporation.     3.2(a)       Amended and Restated Bylaws     4.1(b)       Form of 12 1/2% Senior Note due 2004 (included in Exhibit 4.2)     4.2(b)       Indenture dated as of May 23, 1994     4.2.1(c)     First Supplemental Indenture dated as of May 11, 1995. Incorporated by reference                  to Exhibit 4.1 to the Form 10-Q for the quarterly period ended June 30, 1995, as                  filed with the Commission on August 15, 1995     4.2.2(c)     Second Supplemental Indenture dated as of June 26, 1995. Incorporated by                  reference to Exhibit 4.2 to the Form 10-Q for the quarterly period ended June                  30, 1995, as filed with the Commission on August 15, 1995.     4.3(a)       List of certain promissory notes     10.1.5(d)    Loan and Security  Agreement by and among Congress  Financial  Corporation and J.B.  Poindexter &                  Co., Inc., dated June 28, 1996.     10.1.6(f)    Amendment No. 1 to Loan and Security  Agreement by and among Congress  Financial  Corporation and                  J.B. Poindexter & Co., Inc., dated May 13, 1998.     10.1.7(f)    Amendment No. 2 to Loan and Security  Agreement by and among Congress  Financial  Corporation and                  J.B. Poindexter & Co., Inc., dated June 30, 1998     10.1.8(f)    Amendment No. 3 to Loan and Security Agreement by and among Congress Financial  Corporation and                  J.B. Poindexter & Co., Inc., dated June 24, 1999     10.1.9(f)    Amendment No. 4 to Loan and Security Agreement by and among Congress Financial Corporation and                  J.B. Poindexter & Co., Inc., dated February 25, 2000     10.1.10(f)   Amendment No. 5 to Loan and Security Agreement by and among Congress Financial Corporation and                  J.B. Poindexter & Co., Inc., dated March 8, 2000     10.1.11(f)   Amendment No. 6 to Loan and Security Agreement by and among Congress Financial Corporation and                  J.B. Poindexter & Co., Inc., dated March 17, 2000     10.1.12(f)   Amendment No. 7 to Loan and Security Agreement by and among Congress Financial Corporation and                  J.B. Poindexter & Co., Inc., dated March 17, 2000     10.1.13(f)   Amendment No. 8 to Loan and Security Agreement by and among Congress Financial Corporation and                  J.B. Poindexter & Co., Inc., dated October 31, 2000     10.1.14(g)   Amendment No. 9 to Loan and Security Agreement by and among Congress Financial Corporation and                  J.B. Poindexter & Co., Inc., dated March 27, 2001     10.1.15(g)   Waiver of Fixed Charge Coverage Ratio by and among Congress Financial Corporation and KWS as a                  part of J.B. Poindexter & Co., Inc., dated May 14, 2001     10.1.16(g)   Amendment No. 10 to Loan and Security Agreement by and among Congress Financial Corporation and                  J.B. Poindexter & Co., Inc., dated June 21, 2001     10.1.17      Amendment No. 11 to Loan and Security Agreement by and among Congress Financial Corporation and                  J.B. Poindexter & Co., Inc., dated August 14, 2001     10.1.18      Amendment No. 12 to Loan and Security Agreement by and among Congress Financial Corporation and                  J.B. Poindexter & Co., Inc., dated December 13, 2001     10.1.19      Consent to Intercompany Loan to KWS and Brixius to Loan and Security Agreement by and among                  Congress Financial Corporation and J.B. Poindexter & Co., Inc., dated August 14, 2001.     10.23(a)     Lease Agreement,  dated as of March 29, 1990,  between Bartow  Partners,  L.P. and Morgan Trailer                  Manufacturing  Co.,  d/b/a  Morgan  Corporation,  as  amended  by the  First  Amendment  to Lease                  Agreement, dated June 13, 1991     10.26(a)     Form of Incentive Plan for certain employees of the Subsidiaries     10.27(a)     Morgan Trailer Mfg. Co. Long-Term Management Equity Appreciation Program     10.86(e)     Management  Services Agreement dated as of May 23, 1994, between J.B.  Poindexter & Co., Inc. and                  Southwestern Holdings, Inc.     10.102(c)    Asset Purchase  Agreement,  dated as of June 15, 1995, among Leer Inc., 20th Century  Fiberglass,                  Inc.,  Steven E.  Robinson and Ronald E.  Hickman.  Incorporated  by reference to Exhibit 10.1 to                  the current  report on Form 8-K,  dated June 29, 1995, as filed with the  Commission on September                  11, 1995      10.109(c)   Share Purchase Agreement dated as of June 30, 1995,  between Raider  Industries,  Inc. and Martin                  Brown     10.110(c)    Asset  Purchase  Agreement  dated as of June 30, 1995,  by and between  Raider  Industries  Inc.,                  Pro-More Industries Ltd., Brown Industries (1976) Ltd. and Martin Brown     10.111(e)    Loan  and  Security  Agreement  by  and  between  Congress  Financial  Corporation  and  Welshman                  Industries Inc., dated October 31,1997     10.112(e)    Asset  Purchase  Agreement  by and among Radco  Industries  Inc.  and Midwest  Truck After Market                  and William J. Avery, Sr. and Sarah A. Avery, dated October 31.1997     10.113(e)    Asset Purchase Agreement by and among Lowy Group,  Inc., J.B.  Poindexter & Co., Inc. and Blue Ridge                  Acquisition Company, LLC, dated August 31, 1998.     10.114(a)    J.B. Poindexter & Co., Inc. Long-Term Performance Plan.     10.115(e)    Asset Purchase  Agreement  between L.D.  Brinkman & Co.  (Texas) Inc. and Lowy Group,  Inc. dated                  June 7, 1999.     21.1         Subsidiaries of the Registrant- Incorporated  by reference to the  Company's  Registration  Statement on Form S-1 (No.  33-75154) as filed         with the Commission on February 10, 1994
- Incorporated by reference to the Company’s Annual Report on Form 10-K for         the year ended December 31, 1994, as filed with the Commission on March 31,         1995.Incorporated by reference to the Company’s Annual Report on form 10-K for         the year ended December 31, 1995, as filed with the Commission on March 29,         1996.
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q         for the quarter ended June 30, 1996, as filed with the Commission on August 13,         1996.
Incorporated by reference to the Company’s Annual Report on Form 10-K for         the year ended December 31, 1997, as filed with the Commission on March 30,         1998.
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q         for the quarter ended June 30, 1998, as filed with the Commission on August 14,         1998.
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q         for the quarter ended June 30, 2001, as filed with the Commission on August 14,         2001.
- Reports of Form 8-K.  The Company filed the following reports on Form 8-K during the year:

              None

Supplemental Information to Be Furnished With Reports Filed Pursuant to Section 15 (d) of the Act byRegistrants Which Have Not Registered Securities Pursuant to Section 12 of theAct.

The registrant has notdelivered to its security holders any annual report to security holders coveringthe last fiscal year, proxy statement, form of proxy or other proxy solicitingmaterial (as described under this caption in Form 10-K as promulgated by theSecurities and Exchange Commission). A copy of this Form 10-K will be sent toeach registered holder of the registrant’s 12 1/2% Senior Notes due 2004. 
SIGNATURES
              Pursuant to the  requirements  of Section 13 or 15(d) the Securities  Exchange Act of 1934, the Registranthas duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
J.B. POINDEXTER & CO., INC.
Date: March 27, 2002

By: John B. Poindexter                                             John B. Poindexter, Chairman of the                                             Board and Chief Executive Officer
              Pursuant to the  requirements  of the Securities  Exchange Act of 1934,  this report has been signed belowby the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Date: March 27, 2002

John B. Poindexter                                             John B. Poindexter                                             Chairman and Chief Executive Officer and Director                                             (Principal Executive Officer)

Date: March 27, 2002

Keith F. Moore                                             Keith F. Moore                                             President and Chief Operating Officer and Director
Date: March 27, 2002

Stephen P. Magee                                             Stephen P. Magee                                             Director
Date: March 22, 2002

W.J. Bowen                                             W.J. Bowen                                             Director
Date: March 27, 2002

Robert S. Whatley                                             Robert S. Whatley                                             Controller                                             (Principal Financial and Accounting Officer)