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:   April 26, 2007

QUIXOTE CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	001-08123	36-2675371
(State or other jurisdiction of	Commission file number	(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.

On April 26, 2007, we issued a press release announcing our financial results for our third quarter of fiscal year 2007 ended March 31, 2007.   The full text of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.

In a conference call discussing the press release, management disclosed certain information which may be considered important to certain shareholders.

Backlog as of March 31, 2007 was $44.8 million, compared to $30.0 million last year primarily due to the inclusion of the $20 million New York contract awarded to the Intersection Control segment during the quarter.  For the Inform segment, backlog increased $1.5 million, or 24% from last year, to $7.9 million as of March 31, 2007.  Protect and Direct backlog decreased $2.9 million to $9.2 million as of March 31, 2007.

International sales increased 16%, or $800,000, in the current third quarter to $5.9 million from $5.1 million for the third quarter last year. This was primarily due to increased sales of Triton® water-filled barriers to Australia.  International Sales for the current nine-month period were $17.0 million, an increase of 4% over the nine-month period last year.  We expect total international sales will be $24 to $25 million for this fiscal year 2007.  International sales growth has been greater than domestic sales growth during this fiscal year 2007.  Domestic sales for the Protect and Direct segment for the current third quarter decreased 5% compared to the third quarter of last year.

We formed a new company in China, Quixote (Beijing) Co., Ltd., and have leased an 18,000 square foot manufacturing facility in Beijing.  The total initial investment in this company is expected to be approximately $1 million, of which $300,000 to $400,000 is expected to impact earnings during our fourth quarter.

The net loss per share reported for the first nine months of fiscal 2007 of $0.68 per diluted share included a gain on the sale of assets as well as restructuring costs and inventory write-offs within the Intersection Control segment.  The tables to the press release include a reconciliation of these items from the GAAP operating loss to a non-GAAP operating profit.   Excluding these items from the GAAP income before income taxes and applying our effective income tax rate, net earnings per share for the first nine months of fiscal 2007 increased to $0.02 per diluted share from a loss per share of $0.16 per diluted share for the first nine months of last year.

We expect sales for our fourth quarter will be between $38 and $40 million.  In addition, we expect earnings for the fourth quarter of fiscal 2007 to improve significantly compared to the fourth quarter of last year, similar to the improvement for the current second and third quarters as compared to the prior year.

A conference call discussing the press release was recorded and is available for replay through Thursday, May 3, 2007 at 12AM.  To access the replay, please call (888) 286-8010 and enter passcode 77421097; 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 our 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 us and our business.  These risks and uncertainties are discussed in our annual report on Form 10-K for the year ended June 30, 2006 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.  We do 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, we claim 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.

Item 9.01               Financial Statements and Exhibits.

The following Exhibits are included herein:

(d)           Exhibits

99            Press Release issued by Quixote Corporation, dated April 26, 2007

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:  April 26, 2007
	DANIEL P. GOREY
	Vice President, Chief Financial Officer and Treasurer (Chief Financial & Accounting Officer)

EX-99

Exhibit 99

For Immediate Release

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

QUIXOTE CORPORATION REPORTS FISCAL 2007 THIRD QUARTER RESULTS

·Operating profit $1,578,000 vs. an operating loss of $178,000 last year

·EPS of $0.03 vs. a $0.10 loss last year

·International sales increase 16%

·Quixote establishes Beijing facility

CHICAGO, IL, April 26, 2007 — Quixote Corporation (Nasdaq: QUIX) today reported results for its fiscal 2007 third quarter ended March 31, 2007.

For the fiscal 2007 third quarter, net sales were $30,975,000 compared to net sales of $37,470,000 in the third quarter of fiscal 2006.  The Company reported an operating profit for the third quarter of fiscal 2007 of $1,578,000 compared to an operating loss of $178,000 reported in the third quarter of fiscal 2006.  For the third quarter of fiscal 2007, the Company reported net earnings of $298,000, or $0.03 per diluted share, compared to a net loss of $878,000, or $0.10 per diluted share, in the third quarter of fiscal 2006.  The Company’s results for the fiscal 2007 third quarter include a gain of $598,000 on the sale of assets.

Net sales for the first nine months of fiscal 2007 were $95,791,000, compared with $116,047,000 in the first nine months of fiscal 2006.  The Company reported an operating loss of $6,480,000 in the first nine months of fiscal 2007, compared with operating profit of $1,937,000 in the first nine months of fiscal 2006.  The net loss for the first nine months of fiscal 2007 was $6,108,000, or $0.68 per diluted share, compared with a net loss of $985,000, or $0.11 per diluted share, for the same period last year.

The Company’s results for the first nine months of fiscal 2007 include a gain on the sale of assets of $1,191,100 as well as other special charges totaling $11,275,000, which consisted of restructuring costs of $7,655,000 and inventory write-offs of $3,620,000 related to the discontinuation of certain product lines.  The Company’s results for the first nine months of fiscal 2006 included a gain of $633,000 resulting from the settlement of claims with the seller of Peek Traffic.  Excluding the abovementioned items, the Company would have reported operating profit for the first nine months of fiscal 2007 of $3,604,000 compared to operating profit of $1,304,000 in the same period in fiscal 2006.  Please refer to the attached tables for a reconciliation of operating profit on a GAAP to non-GAAP basis.

Leslie J. Jezuit, Chairman and Chief Executive Officer, commented, “For the third quarter, sales for our Protect and Direct segment increased 3% over the same quarter last year driven by increased sales internationally.  Sales for our Inform segment also increased 3% compared to last year despite the sale of the weather forecasting business late last year.  Adjusting for this transaction, sales for the Inform segment rose a strong 21%, driven by increased sales of traffic sensing products.  Sales within our Intersection Control segment for the third quarter of 2007 declined in part due to discontinued product lines related to our restructuring activities in this segment.  As a result of the completion of our restructuring programs, our cost structure has improved overall, with gross profit for the third quarter increasing to 34.5% compared from 29.5% last year.”

Mr. Jezuit continued, “International sales increased 16% during the quarter, driven by strong sales in the Asia-Pacific region.  To focus further on this region’s growth opportunities, we formed a new company in China, Quixote (Beijing) Co., Ltd., and have leased a manufacturing facility in Beijing.  Like many of its Asian counterparts, it appears that China is beginning to recognize the importance of transportation safety devices like ours.  We expect our Beijing facility to become operational later in our fiscal fourth quarter.”

Mr. Jezuit concluded, “As we enter our seasonally strong fourth quarter, we believe that we have made the needed investments to position our business for improved growth and profitability in the future.  We believe that domestic demand for our products has not yet fully benefited from opportunities developing as a result of the Highway Spending Bill and an improving industry environment, and we expect current market conditions to continue into our fourth quarter.   However, given our history as a late-stage benefactor of industry spending, we remain optimistic that we have properly positioned our business for growth once spending increases the demand for our products.”

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Quixote Corporation will be hosting a telephone conference call at 10 a.m., Eastern Time, today, April 26, 2007, 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.

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 stations, computerized highway advisory radio transmitting systems, intelligent intersection control systems, 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, 2006, 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.

(4 Tables to Follow)

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Quixote Corporation
Earnings Summary

(Unaudited)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2007			2006			2007			2006
Net sales	$	30,975,000		$	37,470,000		$	95,791,000		$	116,047,000
Cost of sales	20,302,000			26,420,000			66,105,000			82,837,000
Gross profit	10,673,000			11,050,000			29,686,000			33,210,000
Operating expenses:
Selling & administrative	8,471,000			9,605,000			25,853,000			27,479,000
Research & development	1,222,000			1,623,000			3,849,000			4,427,000
Gain on sale of assets	(598,000		)				(1,191,000		)
Gain on legal settlement										(633,000		)
Restructuring costs							7,655,000
	9,095,000			11,228,000			36,166,000			31,273,000
Operating profit (loss)	1,578,000			(178,000		)	(6,480,000		)	1,937,000
Other income (expense):
Interest income							17,000			1,000
Interest expense	(1,098,000		)	(1,238,000		)	(3,389,000		)	(3,527,000		)
	(1,098,000		)	(1,238,000		)	(3,372,000		)	(3,526,000		)
Income (loss) before income taxes	480,000			(1,416,000		)	(9,852,000		)	(1,589,000		)
Income tax provision (benefit)	182,000			(538,000		)	(3,744,000		)	(604,000		)
Net earnings (loss)	$	298,000		($878,000		)	($6,108,000		)	($985,000		)
Per share data – basic:
Net earnings (loss)	$	0.03		($0.10		)	($0.68		)	($0.11		)
Average common shares outstanding	8,948,133			8,839,721			8,920,521			8,856,525
Per share data – diluted:
Net earnings (loss)	$	0.03		($0.10		)	($0.68		)	($0.11		)
Average diluted common shares outstanding	9,040,559			8,839,721			8,920,521			8,856,525

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Quixote Corporation
Balance Sheet

(Unaudited)

	As of March, 2007		As of June 30, 2006
Assets
Current assets
Cash and cash equivalents	$	452,000	$	869,000
Accounts receivable, net	27,220,000		36,481,000
Inventories, net	24,652,000		25,465,000
Other current assets	8,204,000		5,014,000
	60,528,000		67,829,000
Property, plant and equipment, net	17,931,000		19,535,000
Intangible assets and other, net	38,248,000		37,839,000
	$	116,707,000	$	125,203,000
Liabilities and Shareholders’ Equity
Current liabilities	$	16,772,000	$	24,048,000
Long-term debt, net	55,250,000		51,122,000
Other long-term liabilities	1,242,000		1,087,000
Shareholders’ equity	43,443,000		48,946,000
	$	116,707,000	$	125,203,000

Quixote Corporation
Other Information

(Unaudited)

	Nine Months Ended March 31,
	2007		2006
Depreciation and amortization expense	$	3,900,000	$	4,900,000
Capital expenditures	$	2,200,000	$	2,400,000

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Quixote Corporation

Reconciliation of GAAP to Non-GAAP Measurements

(Unaudited)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2007			2006			2007			2006
Operating profit (loss)	$	1,578,000		$	(178,000	)	($6,480,000		)	$	1,937,000
Subtract:      Gain on sale of assets	(598,000		)				(1,191,000		)
Gain on legal settlement										(633,000		)
Add:            Restructuring costs							7,655,000
Inventory write-offs in Cost of Sales							3,620,000
Operating profit excluding gains, restructuring
costs and inventory write-offs (a)	$	980,000		$	(178,000	)	$	3,604,000		$	1,304,000

(a)  The company believes that the gain on sale of assets, the gain on legal settlement, restructuring costs and inventory write-offs related to the restructuring plan included in Cost of Sales affect the comparability of the results of operations of the 2007 third quarter and the first nine months of fiscal 2007 to the results of operations for the 2006 third quarter and the first nine months of fiscal 2006.  The company also believes that disclosing operating profit excluding those items will allow investors to more easily compare the results of 2007 third quarter and the first nine months of fiscal 2007 to the results of the 2006 third quarter and the first nine months of fiscal 2006.

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