10-Q

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QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended December 31, 2002
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                              To
Commission file number 0-7903
I.R.S. Employer Identification Number 36-2675371

QUIXOTE CORPORATION
(a Delaware Corporation)

One East Wacker Drive
Chicago, Illinois 60601
Telephone: (312) 467-6755

        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 ý    NO o

        Indicate by check mark whether the registrant is an accelerated filer as defined by Rule 12b-2 of the Securities Exchange Act of 1934. YES ý    NO o

        Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 7,794,348 shares of the Company's Common Stock ($.01-²/3 par value) were outstanding as of December 31, 2002.

PART I—FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)

		Six Months Ended December 31,
		2002			2001
Net sales		$	50,267,000		$	40,772,000
Cost of sales			29,808,000			26,120,000
Gross profit			20,459,000			14,652,000
Operating expenses:
	Selling & administrative		14,109,000			11,272,000
	Research & development		908,000			894,000
			15,017,000			12,166,000
Operating profit			5,442,000			2,486,000
Other income (expense):
	Interest income		55,000			25,000
	Interest expense		(450,000	)		(709,000	)
	Other					830,000
			(395,000	)		146,000
Earnings from continuing operations before income taxes			5,047,000			2,632,000
Provision for income taxes			1,716,000			948,000
Earnings from continuing operations			3,331,000			1,684,000
Earnings from discontinued operations, net of income taxes						192,000
Net earnings		$	3,331,000		$	1,876,000
Per share data—basic:
	Earnings from continuing operations	$	.43		$	.22
	Net earnings	$	.43		$	.25
	Weighted average common shares outstanding		7,807,690			7,604,330
Per share data—diluted:
	Earnings from continuing operations	$	.41		$	.21
	Net earnings	$	.41		$	.23
	Weighted average common shares outstanding		8,076,638			8,163,268

See Notes to Consolidated Financial Statements.

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QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)

		Three Months Ended December 31,
		2002			2001
Net sales		$	25,638,000		$	19,958,000
Cost of sales			15,827,000			13,170,000
Gross profit			9,811,000			6,788,000
Operating expenses:
	Selling & administrative		6,806,000			5,409,000
	Research & development		473,000			482,000
			7,279,000			5,891,000
Operating profit			2,532,000			897,000
Other income (expense):
	Interest income		30,000			18,000
	Interest expense		(210,000	)		(342,000	)
	Other					81,000
			(180,000	)		(243,000	)
Earnings before income taxes			2,352,000			654,000
Provision for income taxes			800,000			236,000
Net earnings		$	1,552,000		$	418,000
Per share data—basic:
	Net earnings	$	.20		$	.05
	Weighted average common shares outstanding		7,783,794			7,682,991
Per share data—diluted:
	Net earnings	$	.19		$	.05
	Weighted average common shares outstanding		8,099,040			8,133,230

See Notes to Consolidated Financial Statements.

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QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets

			December 31, 2002			June 30, 2002
			(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	1,377,000		$	1,798,000
	Accounts receivable, net of allowances for doubtful accounts of $1,624,000 at December 31 and $1,546,000 at June 30			23,494,000			24,448,000
	Refundable income taxes			995,000			732,000
	Inventories:
		Raw materials		2,358,000			2,940,000
		Work in process		3,134,000			2,453,000
		Finished goods		6,645,000			6,497,000
				12,137,000			11,890,000
	Notes receivable			233,000			233,000
	Deferred income tax assets			3,098,000			3,098,000
	Other current assets			1,499,000			895,000
Total current assets				42,833,000			43,094,000
Property, plant and equipment, at cost				38,232,000			37,328,000
Less accumulated depreciation				(16,751,000	)		(15,369,000	)
				21,481,000			21,959,000
Goodwill				29,594,000			29,594,000
Intangible assets, net				5,086,000			4,967,000
Other assets				368,000			430,000
			$	99,362,000		$	100,044,000

See Notes to Consolidated Financial Statements.

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QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets

		December 31, 2002			June 30, 2002
		(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Current portion of long-term debt	$	920,000		$	998,000
	Accounts payable		4,721,000			4,511,000
	Dividends payable		1,247,000			1,240,000
	Accrued expenses		6,863,000			5,422,000
Total current liabilities			13,751,000			12,171,000
Long-term debt, net of current portion			20,549,000			24,772,000
Deferred income tax liabilities			3,010,000			3,010,000
Other long-term liabilities			702,000			865,000
Shareholders' equity:
	Preferred stock, no par value; authorized 100,000 shares; none issued Common stock, par value $.01-2/3; authorized 15,000,000 shares; issued 9,786,111 shares at December 31 and 9,744,033 shares at June 30		163,000			162,000
	Capital in excess of par value of common stock		40,462,000			40,033,000
	Retained earnings		42,631,000			40,547,000
	Currency translation adjustment		(392,000	)		(424,000	)
	Treasury stock, at cost, 1,991,763 shares at December 31 and 1,967,963 shares at June 30		(21,514,000	)		(21,092,000	)
Total shareholders' equity			61,350,000			59,226,000
		$	99,362,000		$	100,044,000

See Notes to Consolidated Financial Statements.

5

QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)

				Six Months Ended December 31,
				2002			2001
Operating activities:
	Earnings from continuing operations			$	3,331,000		$	1,684,000
	Discontinued operations:
		Gain on disposal, net of income taxes						192,000
	Net earnings				3,331,000			1,876,000
	Adjustments to reconcile net earnings to net cash provided by operating activities of continuing operations:
		Depreciation			1,509,000			1,141,000
		Amortization			232,000			165,000
		Provisions for losses on accounts receivable			78,000			75,000
		Discontinued operations						(192,000	)
		Gain on sale of assets						(830,000	)
		Changes in operating assets and liabilities:
			Accounts receivable		906,000			4,923,000
			Inventories		(253,000	)		3,921,000
			Income taxes		(263,000	)		(46,000	)
			Other assets		(542,000	)		(497,000	)
			Accounts payable and accrued expenses		1,479,000			(4,790,000	)
Net cash provided by operating activities of continuing operations					6,477,000			5,746,000
Net cash provided by discontinued operations								81,000
Net cash provided by operating activities					6,477,000			5,827,000
Investing activities:
	Capital expenditures				(1,031,000	)		(4,752,000	)
	Patent expenditures				(351,000	)		(154,000	)
	Cash paid for acquired business, net of cash acquired							(11,300,000	)
	Proceeds from sale of assets							581,000
Net cash used in investing activities					(1,382,000	)		(15,625,000	)
Financing activities:
	Borrowing on revolving line of credit				3,300,000			21,600,000
	Payments on revolving line of credit				(7,300,000	)		(12,600,000	)
	Payments on notes payable				(301,000	)		(319,000	)
	Payment of semi-annual cash dividend				(1,240,000	)		(1,123,000	)
	Proceeds from exercise of common stock options				430,000			1,980,000
	Repurchase of common stock for treasury				(422,000	)
Net cash provided by (used in) financing activities					(5,533,000	)		9,538,000
Effect of exchange rate changes on cash					17,000			11,000
Decrease in cash and cash equivalents					(421,000	)		(249,000	)
Cash and cash equivalents at beginning of period					1,798,000			4,118,000
Cash and cash equivalents at end of period				$	1,377,000		$	3,869,000

See Notes to Consolidated Financial Statements.

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QUIXOTE CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

          1.      The accompanying unaudited consolidated financial statements present information in accordance with generally accepted accounting principles for interim financial information and applicable rules of Regulation S-X. Accordingly, they do not include all information or footnotes required by generally accepted accounting principles for complete financial statements. The June 30, 2002 consolidated balance sheet as presented was derived from audited financial statements. The interim financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2002. Management believes the financial statements include all normal recurring adjustments necessary for a fair presentation of the results for the interim periods presented.

          2.      The provision for income taxes is based upon the estimated effective income tax rate for the year.

          3.      Operating results for the first six months of fiscal 2003 are not necessarily indicative of the performance for the entire year. Historically, the Company's business is seasonal with a higher level of sales in the Company's fourth fiscal quarter.

          4.      The computation of basic and diluted earnings per share is as follows:

		Six Months Ended December 31,				Three Months Ended December 31,
		2002		2001		2002		2001
Numerator:
Net earnings available to common shareholders		$	3,331,000	$	1,876,000	$	1,552,000	$	418,000
Denominator:
Weighted average shares outstanding—basic			7,807,690		7,604,330		7,783,794		7,682,991
Effect of dilutive securities—common stock options			268,948		558,938		315,246		450,239
Weighted average shares outstanding—diluted			8,076,638		8,163,268		8,099,040		8,133,230
Net earnings per share of common stock:
	Basic	$	.43	$	.25	$	.20	$	.05
	Diluted	$	.41	$	.23	$	.19	$	.05

        There were outstanding options to purchase common stock at prices that exceeded the average market price for the income statement period. These options have been excluded from the computation of diluted earnings per share for both the six-month and three-month periods ended December 31, 2002 and 2001 and are as follows:

	2002		2001
Average exercise price per share	$	23.78	$	24.84
Number of shares		246,300		189,300

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        5.    Comprehensive income consists of the following:

	Six Months Ended December 31,				Three Months Ended December 31,
	2002		2001		2002			2001
Net earnings	$	3,331,000	$	1,876,000	$	1,552,000		$	418,000
Currency translation adjustment		32,000		11,000		(10,000	)		41,000
Total comprehensive income	$	3,363,000	$	1,887,000	$	1,542,000		$	459,000

        6.    The Company's operations are classified as two reportable segments within the highway and transportation safety industry. The Company's two reportable segments are the manufacture and sale of the Company's products which Protect and Direct, and the manufacture and sale of products which Inform and are often referred to as Intelligent Transportation Systems (ITS) products.

        The following table presents financial information about reported segments for the six-month and three-month periods ended December 31, 2002 and 2001 along with the items necessary to reconcile the segment information to the totals reported in the consolidated financial statements.

	Protect and Direct		Inform			Unallocated Corporate			Total
2003
SIX MONTHS
Net sales from external customers	$	35,986,000	$	14,281,000					$	50,267,000
Operating profit (loss)		7,751,000		1,340,000		$	(3,649,000	)		5,442,000
Identifiable assets		51,300,000		42,545,000			5,517,000			99,362,000
THREE MONTHS
Net sales from external customers	$	17,221,000	$	8,417,000					$	25,638,000
Operating profit (loss)		3,248,000		1,114,000		$	(1,830,000	)		2,532,000
2002
SIX MONTHS
Net sales from external customers	$	30,142,000	$	10,630,000					$	40,772,000
Operating profit (loss)		4,585,000		598,000		$	(2,697,000	)		2,486,000
Identifiable assets		50,379,000		40,026,000			6,869,000			97,274,000
THREE MONTHS
Net sales from external customers	$	14,665,000	$	5,293,000					$	19,958,000
Operating profit (loss)		2,499,000		(108,000	)	$	(1,494,000	)		897,000

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        7.    Intangible assets consist of the following:

		December 31, 2002				June 30, 2002
		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets:
	Patents and licenses	$	2,685,000	$	1,298,000	$	2,334,000	$	1,195,000
	Technology and installed base		2,610,000		259,000		2,610,000		162,000
	Customer relationships		200,000		54,000		200,000		33,000
	Other		130,000		28,000		130,000		17,000
			5,625,000		1,639,000		5,274,000		1,407,000
Indefinite-lived intangible assets:
	Trade names		1,100,000				1,100,000
Total		$	6,725,000	$	1,639,000	$	6,374,000	$	1,407,000

        Amortization expense was $232,000 and $165,000 for the six months ended December 31, 2002 and 2001, respectively. The estimated amortization expenses for this fiscal year ended June 30, 2003 and for the four fiscal years subsequent to 2003 are as follows: $461,000, $423,000, $388,000, $379,000 and $307,000.

        The carrying amount of goodwill consists of $21,455,000 for the Inform segment and $8,139,000 for the Protect and Direct segment as of December 31, 2002 and June 30, 2002.

        8.    During the first six months of last fiscal year, the Company recorded other income of $830,000 related to the gain on the sale of certain assets of its non-highway plastic product line for $581,000 in cash and $700,000 in a three-year promissory note with interest imputed at 8%.

        9.    Effective August 31, 2001, the Company acquired all of the outstanding stock of Surface Systems, Inc. (SSI) for approximately $11,300,000, net of cash acquired. SSI is a leading manufacturer and seller of patented pavement sensing equipment and specialized weather stations and also provides weather forecasting services. SSI has been included in the Company's Inform segment. During the quarter ended March 31, 2002, the Company made certain reclassifications affecting the quarter ended December 31, 2001 in an effort to conform SSI's income statement classifications with those of the Company's. As a result, the Company reclassified $1,295,000 from selling and administrative expense to cost of sales. This reclassification had no impact on previously reported net earnings.

        10.  In July 2002, the Financial Accounting Standards Board (FASB) issued Financial Accounting Standard (FAS) No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," which was effective for disposal activities initiated after December 31, 2002. FAS No. 146 requires companies to recognize costs associated with exit or disposal activities at their fair values when they are incurred rather than at the date of a commitment to an exit or disposal plan. The Company adopted FAS No. 146 as of January 1, 2003, which did not have an effect on the Company's results of operations or its financial position.

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PART I—FINANCIAL INFORMATION

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CURRENT YEAR-TO-DATE VERSUS PRIOR YEAR-TO-DATE

        The Company's sales for the first six months of fiscal 2003 increased 23% to $50,267,000 compared to $40,772,000 for the first six months last year. Sales for the first six months of fiscal 2002 were unseasonably low as the Company believes it was affected by generally weak economic conditions. Sales for the Protect and Direct segment increased 19% to $35,986,000 from $30,142,000 primarily due to higher sales of the QuadGuard® family of crash cushions, truck-mounted attenuators and parts, which were partially offset by lower sales of sand-filled barrels and the FreezeFree™ anti-icing system. Sales for the Inform segment increased 34% to $14,281,000 in the first six months of fiscal 2003 from $10,630,000 for the same period last year. The increase was primarily due to higher sales of advanced sensing systems and variable message signs, which were partially offset by lower sales of highway advisory radios. The growth in sales of the sensing systems and variable message signs was due to shipments of two large contracts, including shipments of $2,200,000 in Ohio to supply weather and traffic sensing systems and $550,000 in variable message signs and arrowboards in California. The increase was also due, to a lesser extent, to the acquisition of Surface Systems, Inc. (SSI) in August 2001, which added $914,000 in sales for the first half not comparable to the prior year. Organic sales for this segment increased 26% for the first six months of fiscal 2003. The Company's international sales increased to $6,585,000 for the first six months of fiscal 2003 from $3,932,000 last year due to strong sales in Asia, Canada and Europe.

        The gross profit margin for the first six months of fiscal 2003 increased to 40.7% compared to 35.9% for the same period last year principally due to volume efficiencies associated with the higher level of sales for both segments. The increase in the gross profit margin for the Inform segment was partially offset by an unfavorable change in product mix with increased sales of lower margin weather and traffic sensing systems and variable message signs. The increase in the gross profit margin for the Inform segment was also offset by the lower gross margins generated at SSI as the first six months of fiscal 2003 includes SSI's seasonally lowest months of July and August.

        Research and development expenditures remained consistent in the first six months of fiscal 2003 at $908,000 compared to $894,000 last year. The Company continued with its work on new products as well as upgrades and modifications to existing products including enhancements to its existing line of crash cushions.

        Selling and administrative expenses for the first six months of fiscal 2003 increased to $14,109,000 compared to $11,272,000 for the same period last year. The increase was due to the costs associated with the increase in sales as well as $511,000 in additional selling and administrative expenses from SSI not comparable to the prior year. In addition, the Company incurred increased expenses during the first six months of fiscal 2003 compared to the same period last year relating to acquisition development efforts, certain employee related expenses and non-recurring consulting work. As a percentage of sales, selling and administrative expenses remained consistent at 28% for both six-month periods.

        Operating profit increased to $5,442,000 for the first six months of fiscal 2003 from $2,486,000 for the same period last year.

        Interest expense decreased to $450,000 from $709,000 in the first six months of fiscal 2003 due to the lower level of average long-term debt outstanding and to lower interest rates.

        During the first six months of last fiscal year, the Company recorded other income of $830,000 related to the gain on the sale of certain assets of its non-highway plastic product line.

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        Income taxes for the first six months of fiscal 2003 were $1,716,000 reflecting a 34% effective income tax rate compared to a 36% effective income tax rate for the same period last year. The decline in effective rate is due to, among other things, continued federal and state tax planning opportunities and the expected utilization of certain state tax benefits. The Company expects its effective income tax rate to remain at 34% for fiscal 2003.

        Earnings from continuing operations for the first six months of fiscal 2003 were $3,331,000 compared to $1,684,000 for the first six months last year. Net earnings for the first six months of fiscal 2003 increased to $3,331,000, or $0.41 per diluted share, from $1,876,000, or $0.23 per diluted share, for the same period last year. Net earnings for the first six months of last fiscal year included a gain from discontinued operations of $192,000, net of income taxes, or $.02 per diluted share, due to the favorable outcome of a legal settlement.

CURRENT YEAR QUARTER VERSUS PRIOR YEAR QUARTER

        The Company's sales for the second quarter of fiscal 2003 increased 28% to $25,638,000 compared to $19,958,000 for the second quarter last year. Sales for the second quarter of fiscal 2002 were unseasonably low as the Company believes it was affected by generally weak economic conditions. Sales for the Protect and Direct segment increased 17% to $17,221,000 from $14,665,000 primarily due to higher sales of the QuadGuard® family of crash cushions, truck-mounted attenuators and parts, which were partially offset by lower sales of sand-filled barrels and the FreezeFree™ anti-icing system. Sales for the Inform segment increased 59% to $8,417,000 in the second quarter of fiscal 2003 from $5,293,000 for the second quarter last year. The increase was primarily due to higher sales of advanced sensing systems and variable message signs, which were partially offset by lower sales of highway advisory radios. The growth in sales of the sensing systems and variable message signs was due to shipments of two large contracts, including shipments of $2,200,000 in Ohio to supply weather and traffic sensing systems and $550,000 in variable message signs and arrowboards in California. The Company's international sales increased to $3,298,000 for the second quarter of fiscal 2003 from $2,603,000 last year due to strong sales in Asia and Canada.

        The gross profit margin for the second quarter of fiscal 2003 increased to 38.3% compared to 34.0% for the second quarter last year principally due to volume efficiencies associated with the higher level of sales for both segments. The increase in the gross profit margin for the Inform segment was partially offset by an unfavorable change in product mix with increased sales of lower margin weather and traffic sensing systems and variable message signs.

        Research and development expenditures remained consistent in the second quarter of fiscal 2003 at $473,000 compared to $482,000 last year. The Company continued with its work on new products as well as upgrades and modifications to existing products.

        Selling and administrative expenses for the second quarter of fiscal 2003 increased to $6,806,000 compared to $5,409,000 for the second quarter last year. The increase was due to the increase in sales. In addition, the Company incurred increased expenses during the second quarter of fiscal 2003 compared to the same period last year relating to acquisition development efforts and certain employee related expenses. As a percentage of sales, selling and administrative expenses remained consistent at 27% for both second quarter periods.

        Operating profit increased to $2,532,000 for the second quarter of fiscal 2003 from $897,000 for the second quarter last year.

        Interest expense decreased to $210,000 from $342,000 in the second quarter of fiscal 2003 due to the lower level of average long-term debt outstanding and to lower interest rates.

        Income taxes for the second quarter of fiscal 2003 were $800,000 reflecting a 34% effective income tax rate compared to a 36% effective income tax rate for the second quarter last year.

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        Net earnings for the second quarter increased to $1,552,000, or $0.19 cents per diluted share, compared to $418,000, or $.05 cents per diluted share, for the second quarter last year.

LIQUIDITY AND CAPITAL RESOURCES

        The Company had cash and cash equivalents of $1,377,000 as of December 31, 2002 and access to additional funds of $21,500,000 under an unsecured revolving credit agreement which currently expires on October 31, 2004. The Company believes that this credit facility is an important source of liquidity. The credit agreement provides for a $40 million credit facility and contains both fixed and floating interest rate options, at the prime rate or lower, and contains affirmative and negative covenants including requirements that the Company maintain certain financial ratios and be profitable each year. The agreement may be renewed one additional year on each anniversary date upon mutual consent of the Company and the banks. At any time before the facility expires, the Company may elect to convert the loan to a four-year term with equal quarterly principal payments due throughout the term to amortize the loan in full. The Company is currently in compliance with all covenants in this agreement.

        Operating activities were a source of cash for the Company for the first six months of fiscal 2003 providing $6,477,000.

        Investing activities used cash of $1,382,000 during the first six months of fiscal 2003 including $1,031,000 for capital expenditures and $351,000 for patent expenditures.

        Financing activities used cash of $5,533,000 during the first six months of fiscal 2003. The Company paid a net $4,000,000 against its outstanding revolving credit facility. The payment of the Company's semi-annual cash dividend used cash of $1,240,000. In addition, the Company used cash of $301,000 for the payment of notes payable due in connection with the acquisition of Roadway Safety Service, Inc. and paid $422,000 to purchase 23,800 shares of its own common stock for the treasury. Offsetting these cash payments, the Company received cash of $430,000 from the exercise of common stock options.

        For the remainder of fiscal 2003, the Company anticipates needing less than $2,000,000 in additional cash for capital expenditures. The Company may also need additional cash as it considers acquiring businesses that complement its existing operations. Also, the Company will require additional investments in working capital to maintain growth. The Company may also need additional funds to repurchase its own common stock from time to time. These expenditures will be financed either through the Company's invested cash, cash generated from its operations or from borrowings available under the Company's revolving credit facility. The Company believes its existing cash, cash generated from operations and funds available under its existing credit facility are sufficient for all planned operating and capital requirements.

CRITICAL ACCOUNTING POLICIES

        The Securities and Exchange Commission (SEC) requires all registrants to discuss critical accounting policies or methods used in the preparation of financial statements. Note 2 to the Company's June 30, 2002 consolidated financial statements includes a summary of the significant accounting policies and methods used in the preparation of the Company's consolidated financial statements. In the opinion of management, the Company does not have any individual accounting policy which is critical to the preparation of its consolidated financial statements. In most instances, the Company must use an accounting policy or method because it is the only policy or method permitted

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under accounting principles generally accepted in the United States of America (U.S. GAAP). The following is a summary of the more significant accounting policies and methods used by the Company:

        Revenue Recognition: Revenues are recognized when either title and risk of loss of products has been transferred to unaffiliated customers or services have been rendered, with appropriate provision for uncollectible accounts.

        Long-Lived Assets: Long-lived assets include such items as goodwill, patents, product rights and equity method investments. Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the Company assesses the possibility of obsolescence, demand, new technology, competition, and other pertinent economic factors and trends that may have an impact on the value or remaining lives of these assets. Goodwill and other indefinite-lived intangible assets are tested for impairment at least annually using the discounted cash flow method. Patents and product rights are amortized on a straight-line basis over the life of the patent or agreement.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

        In December 2002, the Financial Accounting Standards Board (FASB) issued Financial Accounting Standard (FAS) No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of FAS No. 123". FAS No. 148 provides additional transition guidance for companies which elect to voluntarily adopt the accounting provisions of FAS No. 123. The Company currently does not expect the adoption of this standard will have a significant impact on fiscal 2003 financial results as the Company currently does not expect to adopt the provisions of FAS No. 123.

FUTURE OUTLOOK

        The Company has been affected by the general slowdown in U.S. highway safety construction spending for the Company's products. The Company believes this is due principally to revenue shortfalls and budget deficits at the state level where the majority of states are currently operating at a deficit. In addition, current estimates continue to project that annual federal spending on highways for the government's fiscal year ending September 30, 2003 could be reduced by approximately $4 billion from approximately $32 billion, which could have an impact on the Company's prospects for 2003 and into 2004. The current six-year federal highway bill (TEA-21) expires on September 30, 2003. The next highway funding bill is currently under consideration by the federal government and it is uncertain as to what the future federal governmental spending levels will be. Currently, the Company is encouraged by recent improvements in shipments, order flow and backlog. However, given the current uncertain economic conditions, the Company remains cautious about its prospects for 2003 and into 2004.

        The Company experiences fluctuation in its gross profit margin from quarter to quarter primarily due to sales volume related to seasonality, variability in product mix and changes in the competitive environment. In addition, the Company has acquired complementary businesses over the past several years and, as part of its strategy, may continue to acquire complementary businesses. The gross profit margins of certain acquired product lines are lower than the Company's historical gross profit margin, which is adversely affecting the Company's gross profit margin. Additional acquisitions may have a continuing adverse impact on the Company's gross profit margin. The Company is also experiencing rigorous competition in its variable message sign and weather sensing system product lines. The Company does not believe these trends will improve in the near future.

FORWARD LOOKING STATEMENTS

        Various statements made within the Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report constitute "forward-looking statements" for

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purposes of the SEC's "safe harbor" provisions under the Private Securities Litigation Reform Act of 1995 and Rule 3b-6 under the Securities Exchange Act of 1934, as amended. Any statement that addresses expectations or projections about the future, including statements about the Company's strategy for growth, product development, market position, expenditures and financial results, are forward-looking statements.

        Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those detailed in the Company's public filings with the SEC, news releases and other communications, which speak only as of the dates of those filings or communications. There can be no assurance that actual results will not differ materially from the Company's expectations. Factors which could cause materially different results include, among others, uncertainties related to continued federal and state funding for highways and risks related to reductions in government expenditures; the introduction and acceptance of the Company's products and services; the successful completion and integration of acquisitions; an unfavorable change in product sales mix; seasonality along with the extent and timing of the award of large contracts; the cyclical nature of the Company's governmental markets; competitive and pricing pressures; increasing raw material costs; excess manufacturing capacity; weather conditions; acts of war and terrorist activities; the possible impairment of intangible assets; and general economic conditions.

ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk

        There have been no material changes in the information provided in Item 7.A. of the Company's Annual Report on Form 10-K for the year ended June 30, 2002.

ITEM 4.    Controls and Procedures

(a)

Evaluation of Disclosure Controls and Procedures

        Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that are filed under the Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Under the supervision of and with the participation of management, including the principal executive officer and principal financial officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures within 90 days of the filing date of this quarterly report, and, based on its evaluation, our principal executive officer and principal financial officer have concluded that these controls and procedures are effective.

        Although the Company believes its pre-existing disclosure controls and procedures were adequate to enable it to comply with current disclosure obligations, the Company implemented minor changes, primarily to formalize and document procedures already in place. The Company has also established a disclosure committee, which consists of certain members of the Company's management. The Company is currently in the process of further reviewing, documenting and refining its disclosure controls and procedures, including internal controls and procedures, in order to enhance their effectiveness.

(b)

Changes in Internal Controls

        There have been no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation described above, including any corrective actions with regard to significant deficiencies and material weaknesses.

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PART II—OTHER INFORMATION

        There is no information required to be reported under any items except as indicated below:

ITEM 4.    Submission of Matters to a Vote of Security Holders

        The Company's Annual Meeting of Shareholders was held on November 15, 2002. The matters voted on at the Annual Meeting were as follows:

(i)

The election of Leslie J. Jezuit and Daniel P. Gorey to serve as directors.

(ii)

The approval of PricewaterhouseCoopers LLP as independent auditors for the Company.

Messrs. Jezuit and Gorey were elected and all other matters were approved as a result of the following shareholder votes:

		FOR	AGAINST	ABSTAIN OR WITHHELD
ELECTION OF DIRECTORS
	Leslie J. Jezuit	6,518,962		530,804
	Daniel P. Gorey	6,519,714		530,052
APPROVAL OF PRICEWATERHOUSECOOPERS LLP		6,598,369	445,163	6,234

ITEM 6.    Exhibits and Reports on Form 8-K

(a)

Exhibits

        99. Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)

Reports on Form 8-K

        None

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SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q for the quarter ended December 31, 2002 to be signed on its behalf by the undersigned thereunto duly authorized.

		QUIXOTE CORPORATION
DATED:	February 11, 2003	/s/  DANIEL P. GOREY Daniel P. Gorey Chief Financial Officer, Vice President and Treasurer (Chief Financial & Accounting Officer)

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CERTIFICATIONS

I, Leslie J. Jezuit, certify that:

        1.    I have reviewed this quarterly report on Form 10-Q of Quixote Corporation.

        2.    Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.

        3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

        4.    The registrant's other certifying officers and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

        (a)  designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

        (b)  evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

        (c)  presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date.

        5.    The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

        (a)  all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

        (b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.

        6.    The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: February 11, 2003 /s/  LESLIE J. JEZUIT Leslie J. Jezuit
President and Chief Excutive Officer

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I, Daniel P. Gorey, certify that:

        1.    I have reviewed this quarterly report on Form 10-Q of Quixote Corporation.

        2.    Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.

        3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

        4.    The registrant's other certifying officers and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

        (a)  designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

        (b)  evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

        (c)  presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date.

        5.    The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

        (a)  all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

        (b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.

        6.    The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: February 11, 2003 /s/  DANIEL P. GOREY Daniel P. Gorey
Vice President, Chief Financial Officer and Treasurer

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PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Operations
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
ITEM 4. Controls and Procedures

PART II—OTHER INFORMATION

ITEM 4. Submission of Matters to a Vote of Security Holders
ITEM 6. Exhibits and Reports on Form 8-K

SIGNATURE
CERTIFICATIONS

EX-99

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EXHIBIT 99

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the annual report of Quixote Corporation (the "Company") on Form 10-Q for the period ended December 31, 2002, as filed with the Securities and Exchange Commission as of the date hereof (the "Report"), each of the officers of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date: February 11, 2003	/s/  LESLIE J. JEZUIT Leslie J. Jezuit, Chief Executive Officer
Date: February 11, 2003	/s/  DANIEL P. GOREY Daniel P. Gorey, Chief Financial Officer

        The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

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EXHIBIT 99