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: November 1, 2007

QUIXOTE CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number 001-08123

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.

On November 1, 2007, we issued a press release announcing our financial results for our first quarter ended September 30, 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 September 30, 2007 was $46.8 million, compared to $24.1 million last year, primarily due to the inclusion of the $20 million New York City contract awarded to the Intersection Control segment last year.  Intersection Control backlog increased to $29.5 million. Excluding the $20 million New York contract, backlog for the Intersection control segment increased a strong 36% from the same period last year.  The backlog for the Protect and Direct segment increased 4% to $8.2 million.  For the Inform segment, backlog was consistent with last year at $9.1 million.

Our gross margin for the current first quarter was 31.3% compared to 23.5% for the first quarter last year, due to restructuring costs related to inventory write-offs in the first quarter last year.  If we exclude these inventory write-offs from last year’s gross margin, gross margin declined from 34.1% to 31.3%.  The gross margin for our Inform segment declined due to volume inefficiencies as a result of the lower level of their sales.  In our Protect and Direct segment, the gross margin decreased due to product sales mix with higher sales of truck-mounted attenuators and Triton® water-filled barriers, which have lower gross margins than our permanent crash cushion product line. The gross margin for our Intersection Control segment offset these gross margin declines somewhat with higher gross margins related to operational efficiencies post-restructuring.

For the first quarter of this year, operating profit for the Protect and Direct segment was $3.2 million and $345,000 for the Inform segment.  The Intersection Control segment recorded a loss of $166,000 for the first quarter of this year.

The net loss per share reported for the first quarter of last year included a gain on the sale of assets, restructuring costs and related 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 of 38%, the net loss per share for the first quarter of fiscal 2007 was $0.06 per diluted share compared to net earnings of $0.05 per diluted share for the first quarter of fiscal 2008.

A conference call discussing the press release was recorded and is available for replay through Thursday, November 8, 2007.  To access the replay, please call (888) 286-8010 and enter passcode 44550943; 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

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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, 2007.  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 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 November 1, 2007

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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:  November 1, 2007	/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
CONTACT:	Daniel P. Gorey Chief Financial Officer Joan R. Riley Director of Investor Relations (312) 467-6755	Investor Relations: Christine Mohrmann/Eric Boyriven FD (212) 850-5600

QUIXOTE CORPORATION REPORTS FISCAL 2008 FIRST QUARTER RESULTS

•EPS of $0.05 for the first quarter vs. a loss of $0.66 in the prior year first quarter

•Operating income improves to $1.9 million vs. a loss of $8.4 million

•International sales increase 33%

CHICAGO, IL, November 1, 2007 — Quixote Corporation (Nasdaq: QUIX) today reported results for its fiscal 2008 first quarter ended September 30, 2007.

For the first quarter of fiscal 2008, net sales were $32,019,000 compared to net sales of $34,161,000 in the first quarter of fiscal 2007.  The expected decline in sales for the quarter was primarily due to the Company’s previously announced restructuring initiatives completed last fiscal year as well as lower sales in the Inform segment.  Operating profit for the first quarter of fiscal 2008 was $1,851,000, or 6% of net sales, compared to an operating loss of $8,425,000 in the first quarter of fiscal 2007.  Net earnings for the first quarter of fiscal 2008 were $470,000, or $0.05 per diluted share, compared to a net loss of $5,895,000, or $0.66 per diluted share, in the first quarter of fiscal 2007.

There were no special items recorded in the first quarter of fiscal 2008.  The Company’s results for the fiscal 2007 first quarter ended September 30, 2006, included a gain on the sale of assets of $497,000 as well as special charges totaling $9,215,000 related to the Company’s restructuring initiatives within its Intersection Control business.  The special charges consisted of restructuring charges of $5,595,000 and inventory write-offs of $3,620,000 related to the discontinuation of certain product lines.  Excluding the above-mentioned items, operating profit in the fiscal 2007 first quarter was $293,000, or 1% of net sales.   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, “We saw overall improved profitability for the first quarter compared with the same quarter last year, as a result of our restructuring initiatives.  Sales in our Protect and Direct segment increased 6%, driven by an impressive 52% increase in international sales in the segment due to robust demand in the Asia-Pacific region.  Sales in our Inform segment were lower than our expectations, decreasing 22% compared to the strong results we reported during the first quarter of last year, because of temporary delays in the release of orders from customers.  We expect to receive releases for most of these delayed orders in our second quarter. Our backlog in this segment remains strong as we booked approximately $6 million in new orders during the quarter.  Within our Intersection Control segment, sales for the first quarter of 2008 declined as expected due to the discontinuation of product lines related to our restructuring initiatives last year.  Profitability in the segment has improved as a result of these restructuring initiatives.”

Mr. Jezuit continued, “International sales increased 33% during the quarter and were particularly strong in the Asia-Pacific region.  Our recently formed company in China, Quixote (Beijing) Co., Ltd., has been accepting orders and increasing its backlog.  Given the traction we are seeing to date in this market, there is potential for Quixote Beijing to be profitable in our second quarter.  We are pleased with the progress we are making in Beijing and continue to see growth opportunities internationally.”

Mr. Jezuit concluded, “Looking forward, we believe we are well-positioned for improved growth and profitability.  We are optimistic about our performance and expect continued improvement in our results throughout fiscal 2008.  Our backlog remains strong across all our segments, including our business in the international marketplace.  For the second quarter, we expect increased sales in China, continued improvement in our Intersection Control segment and improved performance in our Inform segment as we begin to convert delayed order releases to shipments.  Based on these factors, we expect to see modest growth in sales and net earnings for the second quarter of fiscal 2008, our seasonally slowest quarter, compared with the first quarter of 2008.”

Quixote Corporation will be hosting a telephone conference call at 10 a.m., Eastern Time, today, November 1, 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.

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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 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, 2007, 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			Three Months
	Ended			Ended
	September 30,			September 30,
	2007			2006
Net sales	$	32,019,000		$	34,161,000
Cost of sales	21,999,000			26,132,000
Gross profit	10,020,000			8,029,000
Operating expenses:
Selling & administrative	6,923,000			9,990,000
Research & development	1,246,000			1,366,000
Gain on sale of assets				(497,000		)
Restructuring costs				5,595,000
	8,169,000			16,454,000
Operating profit (loss)	1,851,000			(8,425,000		)
Other income (expense)
Interest income	2,000			15,000
Interest expense	(1,095,000		)	(1,098,000		)
	(1,093,000		)	(1,083,000		)
Earnings (loss) before income taxes	758,000			(9,508,000		)
Income tax provision (benefit)	288,000			(3,613,000		)
Net earnings (loss)	$	470,000		$	(5,895,000	)
Per share data - basic:
Net earnings (loss)	$	0.05		$	(0.66	)
Average common shares outstanding	9,057,365			8,902,310
Per share data - diluted:
Net earnings (loss)	$	0.05		$	(0.66	)
Average common shares outstanding	9,127,167			8,902,310

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Quixote Corporation
Balance Sheet

(Unaudited)

	As of September 30,		As of June 30,
	2007		2007
Assets
Current assets
Cash and cash equivalents	$	540,000	$	674,000
Accounts receivable, net	26,780,000		31,415,000
Inventories, net	28,927,000		25,591,000
Other current assets	6,651,000		6,569,000
	62,898,000		64,249,000
Property, plant and equipment, net	18,134,000		17,660,000
Intangible assets and other, net	37,023,000		37,465,000
	$	118,055,000	$	119,374,000
Liabilities and Shareholders’ Equity
Current liabilities	$	18,998,000	$	26,121,000
Long-term debt, net	52,000,000		47,000,000
Other long-term liabilities	1,034,000		1,045,000
Shareholders’ equity	46,023,000		45,208,000
	$	118,055,000	$	119,374,000

Quixote Corporation
Other Information

(Unaudited)

	Three Months Ended September 30,
	2007		2006
Depreciation and amortization expense	$	1,212,000	$	1,451,000
Capital expenditures	$	1,284,000	$	808,000

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Quixote Corporation

Reconciliation of GAAP to Non-GAAP Measurements

(Unaudited)

		Three Months Ended
		September 30,
		2007		2006
Operating profit (loss)		$	1,851,000	$	(8,425,000	)
Subtract:	Gain on sale of assets			(497,000		)
Add:	Restructuring costs			5,595,000
	Inventory write-offs in Cost of Sales			3,620,000
Operating profit excluding gains, restructuring
	costs and inventory write-offs (a)	$	1,851,000	$	293,000

(a)  The Company believes that the gain on sale of assets, 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 2008 first quarter to the results of operations for the 2007 first quarter.  The Company also believes that disclosing operating income excluding those items will allow investors to more easily compare the 2008 first quarter to the 2007 first quarter results.

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