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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K/A

Amendment No. 1

Commission file number: 033-75154

J.B. Poindexter & Co., Inc.

(Exact name of registrant as specified in its charter)

600 Travis, Suite 200

Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (713) 655-9800

Securities Registered Pursuant to Section 12 (b) of the Act: None

Name of each exchange which registered:  None

Securities Registered Pursuant to Section 12 (g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes o  No x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x  No o

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o  No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every interactive Data File required to be submitted electronically and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that Registrant was required to post such files). Yes o  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by Reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

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

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

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the Registrant as of June 3, 2011 was approximately $0.00. The number of shares of the Registrant’s common stock outstanding as of June 3, 2010 was 3,059.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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

We originally filed our Form 10-K for the year ended December 31, 2010 on April 13, 2011 (the “2010 Form 10-K”).  We are filing this Amendment No. 1 to the 2010 Form 10-K (this “Amendment”) solely to amend and restate our Consolidated Statement of Cash Flows and certain other financial information for 2010 therein. The restatement adjusts the amount we reported as depreciation expense resulting from an error in compiling the consolidated total reported in such statement.  As of December 31, 2010, we increased depreciation expense by $1,273,000 with a corresponding reduction in the “other” adjustments included in the determination of operating cash flows.  The net effect of these adjustments did not impact the total cash provided by operating activities as reported in the Consolidated Statement of Cash Flows for the year then ended.  Additionally, this adjustment did not impact the results of operations or financial position of the Company.

This adjustment did impact the Company’s determination of EBITDA included as a non-GAAP measure as presented in Item 6 — Selected Financial Data as well as management’s assessment of its internal controls over financial reporting as discussed in Item 9A — Controls and Procedures.  The adjustment also affected the depreciation and depreciation and amortization expense disclosures in Notes 2 and 4 to the Consolidated Financial Statements and such amounts have been adjusted to reflect the change reported above.

No other changes to our 2010 Form 10-K are effected by this filing other than certifications of our principal executive officer and principal financial officer, which have been updated and are being filed with this Amendment.

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J.B. POINDEXER & CO., INC.

FORM 10-K/A INDEX

PART II

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Item 6.            Selected Financial Data

The selected financial data shown below for each of the five years in the period ended December 31, 2010 has been derived from the Consolidated Financial Statements of the Company.  The following data should be read in conjunction with the Consolidated Financial Statements and related Notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Form 10-K.

(a)          For the purpose of calculating the ratio of earnings to fixed charges, earnings consist of net income (loss) plus income taxes and fixed charges (excluding capitalized interest). Fixed charges consist of interest expense, amortization of debt issuance costs and the estimated portion of rental expenses deemed a reasonable approximation of the interest factor.

(b)         “EBITDA” is net income from continuing operations increased by the sum of interest expense, income taxes, depreciation and amortization, and other noncash items for those operations defined as restricted subsidiaries in the Indenture.  EBITDA was increased by $1.3 million resulting from restatement as discussed in the introductory paragraph of this Amendment.  EBITDA is not included herein as operating data and should not be construed as an alternative to operating income (determined in accordance with accounting principles generally accepted in the United States) as an indicator of the Company’s operating performance.  The Company has included EBITDA because it is relevant for determining compliance under the Indenture and because the Company understands that it is one measure used by certain investors to analyze the Company’s operating cash flow and historical ability to service its indebtedness.  The following are the components of the Company’s EBITDA:

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(c)          “Consolidated Coverage Ratio” is the ratio of EBITDA to interest expense.  Among other things, it is used in the Indenture to limit the amount of indebtedness that the Company may incur.  All the Company’s subsidiaries are restricted under the terms of the Indenture and guarantee the 8.75% Notes.

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Item 8.            Financial Statements and Supplementary Data

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Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholder of
J.B. Poindexter & Co., Inc.

We have audited the accompanying consolidated balance sheets of J.B. Poindexter & Co., Inc. and subsidiaries (Company) as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholder’s equity, and cash flows for each of the three years in the period ended December 31, 2010.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of J.B. Poindexter & Co., Inc. and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010 in conformity with U.S. generally accepted accounting principles.

As discussed in Note 17, the Company restated its 2010 Consolidated Statement of Cash Flows for an error in the classification of items reported within operating cash flows.

/s/ CROWE HORWATH LLP

South Bend, Indiana
April 13, 2011, except as to Note 17 which is June 15, 2011

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

CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)

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

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

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in Thousands)

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

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

CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY

(Dollars in Thousands)

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

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Thousands)

1.                   Summary of Significant Accounting Policies

Principles of Consolidation.  The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States.  All intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents.  Cash and all highly liquid investments with a maturity of three months or less at the date of purchase, including short-term deposits and government agency and corporate obligations, are classified as cash and cash equivalents.  At times, the Company has maintained deposits in financial institutions in excess of federally insured limits.

Revenue Recognition.  Revenue is recognized upon shipment of the product to customers, except for Morgan and Morgan Olson where revenue is recognized when title transfers to the customer upon final body assembly, quality inspection and customer notification.  Amounts billed to customers related to shipping and handling are classified as revenue.  The costs associated with the shipping and handling revenue are included in cost of revenues.

Accounts Receivable.  The Company sells to customers on terms customary in its industries.  Discounts are allowed for early payment but only if economically justified based on the cost of capital.  Accounts receivable is stated net of an allowance for doubtful accounts of $603 and $1,028 at December 31, 2010 and 2009, respectively.  The Company establishes an allowance for doubtful accounts receivable on a case-by-case basis when it believes that the required payment of specific amounts owed is unlikely to occur.  The activity in the allowance for doubtful accounts for the years ended December 31 was:

The carrying amounts of trade accounts receivable approximate fair value because of the short maturity of those instruments.  The Company is not aware of any significant credit risks related to its customer base and does not generally require collateral or other security to support customer receivables.

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 is the lower of the present value of the future minimum lease payments or fair value at the inception of the lease.  Depreciation and amortization is computed by using the straight-line method over the estimated useful lives of the applicable assets or over the shorter of the lease term or the estimated useful life of leasehold improvements.  The cost of maintenance and repairs is charged to operating expense as incurred and the cost of major replacements and significant improvements is capitalized.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Thousands)

Goodwill and Intangible Assets.  Goodwill and intangible assets with indefinite useful lives are not amortized, but are evaluated at least annually for impairment or more frequently if facts and circumstances indicate that the assets may be impaired.  Intangible assets that are determined to have finite lives are amortized on a straight-line basis over the period in which we expect to receive economic benefit.  See Note 5 for further discussion on goodwill and intangible assets.

Debt Issuance Costs.  Debt issuance costs are amortized using the effective interest method over the term of the related debt, which ranges from four to ten years.  Amortization of debt issuance costs is included in interest expense (see Note 5).

Evaluation of Impairment of Long-Lived Assets.  The Company evaluates the carrying value of long-lived assets whenever significant events or changes in circumstances indicate the carrying value of these assets may be impaired.  The Company evaluates potential impairment of long-lived assets by comparing the carrying value of the assets to the expected net future cash flows resulting from the use of the assets.  As indicated in Note 5, the Company recorded impairment charges in 2008.

Warranty. Morgan provides product warranties for periods of up to five years. Morgan Olson provides a warranty period, which is one year or 12,000 miles for certain components, three years or 36,000 miles for paint, and five years or 50,000 miles for the van body structure. Truck Accessories provides a warranty period, exclusive to the original truck owner, which is, in general but with exclusions, one year for parts, five years for paint and lifetime for structure. The Specialty Vehicle Group provides a warranty on its products for a period of 48 months or 50,000 miles on the section of the body and parts manufactured for funeral coaches and funeral limousines, 36 months or 50,000 miles on the body and parts manufactured for bus bodies, and 48 months or 100,000 miles on the section of the body and parts manufactured for limousines. The remaining operations of Specialty Manufacturing do not provide a warranty on their products. A provision for warranty costs is included in cost of sales when goods are sold based on historical experience and estimated future claims. The Company had accrued warranty costs of $4,029 and $3,481 at December 31, 2010 and 2009, respectively. The activity in the accrued warranty cost accounts for the years ended December 31 was:

Advertising and Research and Development Expense.  The Company expenses advertising costs and research and development (“R&D”) costs as incurred.  During the years ended December 31, 2010, 2009 and 2008, advertising expense was $1,082, $1,749 and $3,324 respectively, and R&D expense was $1,396, $1,192 and $2,298, respectively.

Income Taxes.  The provision (benefit) for income taxes is based on income recognized for financial statement purposes and includes the effects of temporary and permanent differences between such income and that recognized for tax return purposes.  Deferred tax assets and liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted tax rates.  The Company considers the earnings in its Canadian operations to be permanently invested and as such has not provided for deferred taxes related to potential distributions of those earnings.  The amount of undistributed earnings at December 31, 2010 was not material.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Thousands)

The Company’s management believes it is more likely than not that current and long-term deferred tax assets will reduce future income tax payments.  Should the Company determine it is more likely than not that it will be unable to realize all or part of the net deferred tax asset in the future, a valuation allowance, necessary to reduce the deferred tax asset to the amount that is more likely than not to be realized, would reduce income in the period such determination was made.

The Company accounts for uncertain tax positions and reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return.  The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

Self-Insurance Reserves.  The Company utilizes a combination of insurance coverage and self-insurance programs for property, casualty, workers’ compensation and healthcare insurance.  The Company records a fully developed self-insurance reserve to cover the self-insured portion of these risks based on known facts and historical industry trends.  Changes in management’s assumptions may result in a different self-insurance reserve.

Contingent Liabilities.  Reserves are established for estimated environmental and legal loss contingencies when a loss is probable and the amount of the loss can be reasonably estimated.  Revisions to contingent liabilities are reflected in income in the period in which different facts or information become known or circumstances change that affect the previous assumptions with respect to the likelihood or amount of loss.  Reserves for contingent liabilities are based upon the assumptions and estimates regarding the probable outcome of the matter.  Should the outcome differ from the assumptions and estimates, revisions to the estimated reserves for contingent liabilities would be required.

Comprehensive Income. Comprehensive income consists of net income (loss) and other comprehensive income (loss).  Other comprehensive income (loss) consists of foreign currency translation adjustments, which are also recognized as a separate component of equity.

Translation of Foreign Financial Statements.  Assets and liabilities of foreign operations are translated at year-end rates of exchange, and the income statements are translated at the average rates of exchange for the year.  Gains or losses resulting from translating foreign currency financial statements are accumulated in a separate component of stockholder’s equity until the foreign operations are sold or substantially liquidated.  Gains or losses resulting from foreign currency transactions (transactions that require settlement in a currency other than the Company’s functional currency) are included in net income (loss).

Fair Value of Financial Instruments.  The Company’s financial instruments consist of cash and cash equivalents, receivables and debt.  Fair values of cash and cash equivalents and receivables approximate carrying values for these financial instruments since they are relatively short-term in nature.  The carrying amount of debt, except for the Company’s 8.75% Notes (see Note 8), approximates the fair value due either to length of maturity or existence of variable interest rates that approximate prevailing market rates.  The fair value of the Company’s 8.75% Notes is determined under the provisions of applicable guidance, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Significant estimates subject to change include the valuation of goodwill and other intangible assets, the allowances for doubtful accounts, shrinkage and

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Thousands)

excess and obsolete inventory, the valuation of deferred tax assets, and the allowances for self-insurance risks, warranty claims, and environmental claims.

Recent Accounting Pronouncements.  In June 2009, the Financial Accounting Standards Board issued Accounting Standards Update No. 2009-17 (an amendment to Accounting Standards Codification 810, Consolidation), Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities, “ASU No. 2009-17.” This update significantly changes the consolidation rules as they related to variable interest entities (“VIEs”).  The update specifically changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity’s purpose and design and the reporting entity’s ability to direct the activities of the other entity that most significantly impact the other entity’s economic performance.  As a result, it is expected that many off-balance-sheet entities previously exempt from consolidation — qualified special-purpose entities (QSPEs) — will be subject to consolidation. Due to the elimination of the QSPE scope exception, the impact of the changes resulting from this update may be more evident to financial services companies; however, the new guidance will have broad applicability across all industries. In addition, ASU No 2009-17 requires a number of new disclosures, including the requirements for a reporting entity to provide additional disclosures about its involvement with VIEs, any significant changes in risk exposure due to that involvement, and how its involvement with a VIE affects the reporting entity’s financial statements.  The adoption of this update did not have a material effect on our consolidated financial statements.

2.                   Segment Data

The Company operates and manages its subsidiaries within the separate business segments.  The Company evaluates performance and allocates resources based on the operating income of each segment.  The accounting policies of the reportable business segments are the same as those described in the summary of significant accounting policies.

The following is a summary of the business segment data for the years ended December 31:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Thousands)

Morgan had two customers that accounted for, on a combined basis, approximately 56%, 54% and 48% of Morgan’s revenues during 2010, 2009 and 2008, respectively.  Accounts receivable from these customers totaled $2,323 and $2,816 at December 31, 2010 and 2009, respectively.

Morgan Olson had one customer that accounted for approximately 41%, 31% and 44% of Morgan Olson’s revenues during 2010, 2009 and 2008, respectively.  Accounts receivable from this customer were $109 and $123 at December 31, 2010 and 2009, respectively.

Specialty Manufacturing has two customers in the international oilfield service industry that accounted for approximately 44%, 39% and 42% of Specialty Manufacturing’s revenues during 2010, 2009 and 2008,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Thousands)

respectively.  Accounts receivable from these customers totaled $8,272 and $4,882 at December 31, 2010 and 2009, respectively.

The Company, on a consolidated basis, had five customers that accounted for approximately 38%, 33% and 37% of total revenues during 2010, 2009 and 2008, respectively.  Accounts receivable from these customers totaled $10,704 and $7,821 at December 31, 2010 and 2009, respectively.  These were customers of Morgan, Morgan Olson and Specialty Manufacturing.  Morgan had two customers, Penske and Ryder, which individually accounted for more than 10% of the Company’s revenues during any one or more of 2010, 2009 and 2008.  Penske accounted for approximately 10%, 11% and 8% of the Company’s total revenues during 2010, 2009 and 2008, respectively.  Accounts receivable for Penske was $1,036 and $1,696 at December 31, 2010 and 2009, respectively.  Ryder accounted for approximately 10%, 6% and 8% of the Company’s total revenues during 2010, 2009 and 2008, respectively.  Accounts receivable for Ryder was $1,287 and $1,120 at December 31, 2010 and 2009, respectively.

The Company’s operations are located principally in the United States.  However, Morgan has operations located in Canada and Specialty Manufacturing has operations in Mexico and Malaysia.  Long-lived assets relating to these foreign operations were $10,423 and $9,168 at December 31, 2010 and 2009, respectively.  Consolidated revenues included $44,545, $31,881 and $31,888 in 2010, 2009 and 2008, respectively, of sales to customers outside the United States.

JBPCO (Parent) operating expenses for all periods comprise the costs of the parent company office and personnel who provide strategic direction and support to the subsidiary companies.  JBPCO (Parent) costs were $10,266, $3,637, and $7,985 for 2010, 2009 and 2008, respectively.

The sale lease-back transaction consummated in December 2010 with Poindexter Properties, LLC resulted in a recognized loss on sale of real estate of $2,820 and a deferred gain on sale lease-back of $3,595.  The Company considers the loss related to the sale of real estate under the sale lease-back arrangement to be an unusual transaction that is not considered by the Company’s chief operating decision maker in his assessment of segment profitability and as a result has been included in JBPCO (Parent) category.  To be consistent with treatment of the 2010 loss, the Company reclassified the $265 income recognized in 2009 on the deferred gain originating from the 2008 sale lease-back arrangement with Poindexter Properties, LLC that was previously presented as Morgan operating income.

3.      Inventories

Consolidated net inventories consisted of the following:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Thousands)

Inventories are stated net of an allowance for excess and obsolete inventory of $2,975 and $3,391 at December 31, 2010 and 2009, respectively.  The activity in the allowance for excess and obsolete inventory accounts for the years ended December 31 was:

4.      Property, Plant and Equipment

Property, plant and equipment, as of December 31, 2010 and 2009, consisted of the following:

Machinery and equipment included approximately $14,189 and $14,150 of equipment at cost recorded under capital leases as of December 31, 2010 and 2009, respectively, and accumulated depreciation of approximately $7,470 and $7,118 at December 31, 2010 and 2009, respectively.

Effective December 17, 2010, the Company sold and leased back six of its manufacturing facilities to Poindexter Properties, LLC, a company owned by Mr. Poindexter (see Note 15).

In 2010 and 2009, the Company capitalized $512 and $485, respectively, of interest costs incurred related to constructed assets in progress.

During 2009, the Company decided to consolidate the two Specialty Vehicle Group funeral and limousine manufacturing facilities and combine their production in the Amelia, Ohio plant.  As part of the decision to consolidate, the Company sold its specialized transit bus business and related assets, including equipment, inventory and intangible assets on December 31, 2009 for total proceeds of $1,375, which resulted in a net loss on sale of $584 recorded in other income on the consolidated financial statements.   The allocation of goodwill associated with the bus business accounted for $550 of the loss.

The Company decided to close and consolidate one of Specialty Manufacturing machining plants into another of its manufacturing facilities, resulting in a write-down of the carrying value of the assets by $677 in 2008.   The Company also combined two of its Truck Accessories manufacturing facilities located in Elkhart, Indiana, resulting in a write-down of the carrying value of the assets by $111 in 2008.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Thousands)

Specialty Manufacturing completed the closure of its facility in Fort Smith, Arkansas in 2010 and expenditures related to the closure were $937.

Depreciation expense was $14,916, $15,299 and $16,064 and included $1,612, $1,688 and $1,725 for assets recorded under capital leases for the years ended December 31, 2010, 2009 and 2008, respectively.

5.      Goodwill, Intangibles and Other Assets

Goodwill represents the excess of costs over fair value of net assets of businesses acquired.  The Company paid a premium over the fair value of net tangible and identifiable intangible assets acquired for reasons such as the profitable expansion of its business, strategic fit, economies of scale and the value of an assembled workforce, among others.  Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite life are not amortized but instead tested for impairment at least annually.

The Company completed its annual impairment review effective October 1, 2010, 2009 and 2008, which indicated that there was a $300 impairment in the carrying value of Federal Coach’s trade name recognized in 2008.  The fair value of our reporting units is based on various valuation methods, including acquisition multiples of earnings and discounted cash flow analysis.

Intangible assets with estimable useful lives are amortized over their respective estimated useful lives and are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows.

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

The Company sold its specialized transit bus business on December 31, 2009 and allocated $550 of goodwill associated with the business sold.  Revenues related to the specialized transit bus business were $9,504 and $11,337 in 2009 and 2008, respectively, and approximated 2.0% and 1.6% of consolidated revenues in 2009 and 2008, respectively.

At December 31, 2010, goodwill was $7,408, $14,884 and $12,708 for the Morgan, Truck Accessories and Specialty Manufacturing reporting units, respectively.

The changes in the carrying amount of goodwill for the years ended December 31, 2010 and 2009 were:

Intangible assets and the related accumulated amortization as of December 31, 2010 and 2009 were:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Thousands)