8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of

the Securities Exchange Act of 1934

Date of Report:        August 11, 2005

QUIXOTE CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number         0-7903

DELAWARE	36-2675371
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

35 EAST WACKER DRIVE, CHICAGO, ILLINOIS	60601
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number including area code:     (312) 467-6755

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR   240.13e-4(c))

Item 2.02.              Results of Operations and Financial Condition.

Item 7.01               Regulation FD Disclosures.

                On August 11, 2005, the Registrant issued a press release announcing its financial results for its fourth quarter and year ended June 30, 2005.

                In its conference call concerning those results, management disclosed certain information about the fourth quarter of fiscal 2005, the fiscal year ended June 20, 2005 and the budget for fiscal 2006, which may be considered important to certain stockholders.

                Management disclosed certain information regarding segment and business unit results for the fourth quarter of 2005. The Protect and Direct segment recorded approximately $5.2 million in operating profit on $21.5 million of sales, representing an operating margin of approximately 24%. The Inform segment recorded an operating loss of approximately $700,000 on $18.5 million of sales, representing a negative operating margin of approximately 4%. Within the Inform segment, the product lines representing weather, traffic sensing, and highway advisory radio products and systems recorded approximately $700,000 in operating profit on $6.7 million of sales, representing an operating margin of approximately 10%. Also within the Inform segment, the product lines of the traffic control businesses comprised of Peek Traffic Corporation and U.S. Traffic Corporation, or collectively Quixote Traffic Corporation (QTC), recorded an operating loss of approximately $1.4 million on $11.8 million of sales, representing a negative operating margin of approximately 12%. Unallocated corporate expenses were approximately $1.9 million.

                Management also disclosed certain information regarding segment and business unit results for fiscal year 2005. The Protect and Direct segment recorded approximately $13.7 million in operating profit on $73.6 million of sales, representing an operating margin of approximately 19%. The Inform segment recorded an operating loss of approximately $4.6 million on $72.8 million of sales, representing a negative operating margin of approximately 6%. Within the Inform segment, the product lines representing weather, traffic sensing, and highway advisory radio products and systems recorded approximately $1.2 million in operating profit on $21.2 million of sales, representing an operating margin of approximately 6%. Also within the Inform segment, the QTC product lines recorded an operating loss of approximately $5.7 million on $51.6 million of sales, representing a negative operating margin of approximately 11%. Unallocated corporate expenses were approximately $8.1 million. In addition, international sales for fiscal 2005 were approximately $18 million, an increase of approximately 25% over the prior year.

                Management also disclosed certain information relating to QTC, its traffic control businesses. QTC uses a “pipeline report’ to track sales opportunities which QTC believes it has at least a 50% chance of being awarded. The amount of this pipeline report is currently approximately $60 million, of which approximately $20-22 million relates to one opportunity. The budgeted QTC operating profit for fiscal 2006 is slightly positive. However, in order to achieve this target, management believes that at least an additional $10 million in sales

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above fiscal 2005 is necessary. There can be no assurance that QTC will win the projects included in the pipeline report, or that such projects will result in a positive gross margin, or that QTC will achieve their plan for fiscal 2006. Given the seasonality of its business, management remains cautious regarding the budget for fiscal 2006.

                For fiscal 2006, management estimates depreciation and amortization to be approximately $6 million. Capital expenditures are budgeted at approximately $4 million for fiscal 2006 and interest expense is estimated to be $4 million. Management also anticipates the expense impact of the adoption of FAS 123R,”Shared-Based payment” related to the expensing of stock options, for fiscal 2006 to be approximately $1 million dollars, or $0.10 per diluted share. In addition, management’s initial estimate of the effective income tax rate is approximately 40%. However, management is currently evaluating the impact of the adoption of FAS 123R and the effective income tax rate may increase.

                The conference call was recorded and is available for replay through Thursday, August 18, 2005 at 12AM. To access the replay, please call (706) 645-9291 and enter passcode 8376100; the recorded web cast will also be available at “www.quixotecorp.com”.

                This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements regarding the Registrant’s expectations, beliefs, intentions, plans, projections, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are not historical facts. Actual results may differ materially from those expressed or implied by the forward-looking statements contained in this report. Forward-looking statements are subject to numerous risks, uncertainties and assumptions about the Registrant and its business. These risks and uncertainties are discussed in the Registrant’s annual report on Form 10-K for the year ended June 30, 2004 and subsequent quarterly reports on Form 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Registrant does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. For those statements, the Registrant claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

                The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

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Item 9.01               Financial Statements and Exhibits.

The following Exhibit is included herein:

(c)           Exhibits

                99            Press Release issued by Quixote Corporation, dated August 11, 2005.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		QUIXOTE CORPORATION
DATE:	August 11, 2005	/s/ Daniel P. Gorey
		DANIEL P. GOREY
		Vice President, Chief Financial
		Officer and Treasurer
		(Chief Financial & Accounting
		Officer)

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EX-99

Exhibit 99

FOR IMMEDIATE RELEASE

FOR:     QUIXOTE CORPORATION		Investor Relations:
CONTACT:	Daniel P. Gorey	Christine Mohrmann/Jim Olecki
	Chief Financial Officer	Financial Dynamics
	Joan R. Riley	(212) 850-5600
	Director of Investor Relations
	(312) 467-6755

QUIXOTE CORPORATION REPORTS FISCAL 2005 FOURTH QUARTER RESULTS

CHICAGO, IL, August 11, 2005 — Quixote Corporation (Nasdaq: QUIX) today reported results for its fourth quarter and fiscal year ended June 30, 2005.

Net sales for the fourth quarter of fiscal 2005 were $39,967,000, compared with net sales of $39,443,000 in the fourth quarter of fiscal 2004.  Operating profit was $2,568,000 in the fiscal 2005 fourth quarter, compared to an operating loss of $30,479,000 for the fourth quarter last year.  For the fourth quarter of fiscal 2005, the Company reported net income of $1,391,000, or $0.16 per diluted share, compared with a net loss of $20,260,000, or $2.32 per diluted share, in the fourth quarter of fiscal 2004.  The Company’s results for the fourth quarter of fiscal 2004 included a non-cash impairment charge related to goodwill, intangible assets and other long-lived assets in the Company’s Inform Group of $32,600,000, which was $21,266,000, or $2.43 per diluted share, net of an income tax benefit of $11,334,000.  Excluding this charge, the Company would have reported an operating profit of $2,121,000 and net income of $1,006,000, or $0.11 per diluted share, for the fourth quarter last year.

Net sales for fiscal 2005 were $146,353,000, compared with $150,290,000 for fiscal 2004.  The Company reported an operating profit for fiscal 2005 of $1,041,000, compared to an operating loss of $25,602,000 in the same period a year ago.  The net loss for fiscal 2005 was $650,000, or $0.07 per diluted share, compared to a net loss of $17,027,000, or $1.99 per diluted share, in fiscal 2004.  Included in the Company’s fiscal 2004 results were the previously mentioned non-cash impairment charge of $32,600,000 in the fourth quarter of fiscal 2004 and a benefit for income taxes of $1,249,000, or $0.14 per diluted share, related to the favorable settlement of a tax audit during the fiscal 2004 third quarter.  Excluding these items, the Company would have reported an operating profit for fiscal 2004 of $6,998,000 and net income for fiscal 2004 of $2,990,000, or $0.34 per diluted share.

— more —

Leslie J. Jezuit, Chairman and Chief Executive Officer, commented, “Fiscal 2005 was another challenging year for Quixote as the prolonged lack of new federal highway legislation and the resulting constraints on state and municipal spending continued to affect demand for our products during the quarter.  However, we were encouraged that while our sales for the fourth quarter were only slightly higher year-over-year, we achieved gross margin improvements as well as an increase in operating profit.  Gross margins improved to 36.3% in the fourth quarter, compared to 34.2% last year, despite higher raw material costs.  Operating profit also increased despite higher costs related to Sarbanes-Oxley compliance.  With the lack of new highway legislation in fiscal 2005, we focused on rationalizing certain product lines, reorganizing our manufacturing facilities, and lowering our head count, in order to match sales levels while maintaining the research and development levels necessary to continue investing in the future.  We believe we have taken the major actions necessary to improve our cost structure, and are now focused on growing the top-line as the industry recovers.”

Mr. Jezuit continued, “We are particularly pleased with our continued strong international performance, as international sales increased an impressive 68% during the fourth quarter.  Total revenues from our Protect and Direct Group increased 5% versus year ago levels, driven by an increase in sales of our permanent crash cushions.  In the Inform Group, revenues declined 2%, as lower sales of our intersection control products offset increased sales of highway advisory radio products.”

Mr. Jezuit concluded, “After an almost two-year delay and eleven extensions to the prior bill, yesterday the President signed into law new federal highway legislation known as SAFETEA-LU, or the “Safe, Accountable, Flexible and Efficient Transportation Equity Act - A Legacy for Users”.  SAFETEA-LU will provide $286.4 billion in guaranteed funding for the federal highway, transit and safety programs through 2009.  Importantly, the new bill focuses on improving safety and relieving congestion as well as on new highway construction and resurfacing projects.  Even though our operating results are improving, we don’t expect to realize the full benefit of the bill’s passage until the second half of fiscal 2006.  We expect earnings per share for the first quarter of fiscal 2006 of between $0.02 and $0.05 per diluted share.”

Quixote Corporation will be hosting a telephone conference call at 10 a.m., Eastern Time, today, August 11, 2005, to further discuss its quarterly results and corporate developments.  This conference call will be broadcast simultaneously over the Internet at www.quixotecorp.com and may be accessed and listened to by clicking the icon on the Company’s homepage.

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Quixote Corporation, (www.quixotecorp.com), through its wholly-owned subsidiaries, Quixote Transportation Safety, Inc., Quixote Traffic Corporation and Quixote Transportation Technologies, Inc., is the world’s leading manufacturer of energy-absorbing highway crash cushions, electronic wireless measuring and sensing devices, weather forecasting systems, computerized highway advisory radio transmitting systems, intelligent intersection control systems, automated red light enforcement systems, mobile and permanent variable electronic message signs, flexible post delineators and other transportation safety products.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Except for historical information contained herein, the matters set forth in this news release are forward-looking statements.  The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed in the Company’s Form 10-K for its fiscal year ended June 30, 2004 and subsequent Form 10-Q’s, under the caption “Forward-Looking Statements” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, which discussion is incorporated herein by this reference. Other factors may be described from time to time in the Company’s public filings with the Securities and Exchange Commission, news releases and other communications.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.  The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

(2 Tables to Follow)

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Quixote Corporation
Earnings Summary

	Three Months Ended						Year ended
	June 30,						June 30,
	2005			2004			2005			2004
Net sales	$	39,967,000		$	39,443,000		$	146,353,000		$	150,290,000
Cost of sales	25,470,000			25,970,000			99,864,000			102,987,000
Gross profit	14,497,000			13,473,000			46,489,000			47,303,000
Operating expenses:
Selling & administrative	10,542,000			10,296,000			40,057,000			36,700,000
Impairment charge	—			32,600,000			—			32,600,000
Research & development	1,387,000			1,056,000			5,391,000			3,605,000
	11,929,000			43,952,000			45,448,000			72,905,000
Operating profit (loss)	2,568,000			(30,479,000		)	1,041,000			(25,602,000		)
Other income (expense):
Interest income	—			5,000			34,000			30,000
Interest expense	(939,000		)	(554,000		)	(3,298,000		)	(2,144,000		)
Other	566,000			—			1,126,000			(212,000		)
	(373,000		)	(549,000		)	(2,138,000		)	(2,326,000		)
Earnings (loss) before income taxes	2,195,000			(31,028,000		)	(1,097,000		)	(27,928,000		)
Income tax provision (benefit)	804,000			(10,768,000		)	(447,000		)	(10,901,000		)
Net earnings (loss)	$	1,391,000		$	(20,260,000	)	$	(650,000	)	$	(17,027,000	)
Per share data - basic:
Net earnings	$	0.16		$	(2.32	)	$	(0.07	)	$	(1.99	)
Average common shares outstanding	8,854,181			8,734,993			8,800,421			8,567,741
Per share data - diluted:
Net earnings	$	0.16		$	(2.32	)	$	(0.07	)	$	(1.99	)
Average common shares outstanding	8,996,342			8,734,993			8,800,421			8,567,741

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Quixote Corporation
Balance Sheet

	As of June 30,		As of June 30,
	2005		2004
Assets
Current assets
Cash and cash equivalents	$	156,000	$	2,389,000
Accounts receivable, net	32,744,000		33,606,000
Inventories, net	27,411,000		25,308,000
Other current assets	6,926,000		6,938,000
	67,237,000		68,241,000
Property, plant and equipment, net	25,008,000		27,512,000
Intangible assets and other, net	44,545,000		44,129,000
	$	136,790,000	$	139,882,000
Liabilities and Shareholders’ Equity
Current liabilities	$	24,304,000	$	28,268,000
Long-term debt, net	49,587,000		47,014,000
Other long-term liabilities	1,053,000		693,000
Shareholders’ equity	61,846,000		63,907,000
	$	136,790,000	$	139,882,000

Other Information

	For the year ended June 30,
	2005		2004
Operating cash flow	$	3,400,000	$	8,700,000
Depreciation and amortization expense	$	5,800,000	$	6,500,000
Capital expenditures	$	3,800,000	$	4,600,000

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