<PAGE>
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
______________________________
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the period ended March 31, 1997
or
[ ] 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 XX NO
-------- --------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 7,974,612 shares of the
Company's Common Stock ($.01-2/3 par value) were outstanding as of March 31,
1997.
<PAGE>
PART I
FINANCIAL INFORMATION
QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended March 31,
--------------------------------
1997 1996
---- ----
<S> <C> <C>
Net sales.............................$ 30,559,000 $ 33,241,000
Cost of sales......................... 15,857,000 16,348,000
----------- -----------
Gross profit.......................... 14,702,000 16,893,000
Operating Expenses:
Selling & administrative............ 11,236,000 11,406,000
Research & development.............. 1,816,000 1,115,000
----------- -----------
13,052,000 12,521,000
Operating profit...................... 1,650,000 4,372,000
----------- -----------
Other income (expense):
Interest income..................... 1,000 229,000
Interest expense.................... (494,000) (1,350,000)
Other............................... (385,000) (274,000)
----------- -----------
(878,000) (1,395,000)
----------- -----------
Earnings from continuing operations
before income taxes................... 772,000 2,977,000
Provisions for income taxes........... 193,000 1,131,000
----------- -----------
Earnings from continuing operations... 579,000 1,846,000
----------- -----------
Discontinued operations (net of tax):
Loss from operations................ (2,231,000) (2,979,000)
Loss on disposition................. (4,507,000) (10,913,000)
----------- -----------
Loss from discontinued operations... (6,738,000) (13,892,000)
----------- -----------
Net loss..............................$ (6,159,000) $(12,046,000)
=========== ===========
Per share data:
Earnings from continuing operations.$ .07 $ .23
Loss from discontinued operations... (.84) (1.74)
----------- -----------
Net loss...... .....................$ (.77) $ (1.51)
=========== ===========
Weighted average common and common
equivalent shares outstanding......... 8,024,729 7,964,706
=========== ===========
<FN>
See Notes to Consolidated Condensed Financial Statements.
</TABLE>
<PAGE>
QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
--------------------------------
1997 1996
---- ----
<S> <C> <C>
Net sales.............................$ 10,268,000 $ 10,953,000
Cost of sales......................... 5,471,000 5,176,000
----------- -----------
Gross profit.......................... 4,797,000 5,777,000
Operating Expenses:
Selling & administrative............ 3,505,000 4,156,000
Research & development.............. 768,000 540,000
----------- -----------
4,273,000 4,696,000
Operating profit...................... 524,000 1,081,000
----------- -----------
Other income (expense):
Interest income..................... 64,000
Interest expense.................... (176,000) (453,000)
Other............................... (133,000) 176,000
----------- -----------
(309,000) (213,000)
----------- -----------
Earnings from continuing operations
before income taxes................... 215,000 868,000
Provisions for income taxes........... 26,000 330,000
----------- -----------
Earnings from continuing operations... 189,000 538,000
----------- -----------
Discontinued operations (net of tax):
Loss from operations................ (3,676,000) (2,339,000)
Loss on disposition................. (4,507,000)
----------- -----------
Loss from discontinued operations... (8,183,000) (2,339,000)
----------- -----------
Net loss..............................$ (7,994,000) $ (1,801,000)
=========== ===========
Per share data:
Earnings from continuing operations.$ .02 $ .07
Loss from discontinued operations... (1.02) (.30)
----------- -----------
Net loss............................$ (1.00) $ (.23)
=========== ===========
Weighted average common and common
equivalent shares outstanding......... 8,027,166 7,969,669
=========== ===========
<FN>
See Notes to Consolidated Condensed Financial Statements.
</TABLE>
<PAGE>
QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
<TABLE>
<CAPTION>
March 31, June 30,
-------------------------------------
ASSETS 1997 1996
- -------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents...................$ 22,411,000 $ 1,337,000
Accounts receivable, net of allowances
for doubtful accounts of $163,000 at
March 31 and $165,000 at June 30........... 6,783,000 9,042,000
Refundable income taxes....................... 3,016,000
Inventories:
Raw materials............................... 1,890,000 2,016,000
Work in process............................. 897,000 627,000
Finished goods.............................. 1,435,000 713,000
----------- -----------
4,222,000 3,356,000
Deferred income tax assets.................... 1,170,000 1,170,000
Other current assets.......................... 651,000 490,000
----------- -----------
Total current assets.......................... 35,237,000 18,411,000
----------- -----------
Property, plant and equipment, at cost........ 21,237,000 21,148,000
Less accumulated depreciation................. (8,147,000) (8,035,000)
----------- -----------
13,090,000 13,113,000
----------- -----------
Net assets of discontinued operations......... 3,465,000 83,303,000
Other assets.................................. 2,867,000 3,158,000
----------- -----------
$ 54,659,000 $117,985,000
=========== ===========
<FN>
See Notes to Consolidated Condensed Financial Statements.
</TABLE>
<PAGE>
QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
<TABLE>
<CAPTION>
March 31, June 30,
----------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY 1997 1996
- -------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Current liabilities:
Accounts payable........................... $ 1,420,000 $ 1,006,000
Dividends payable.......................... 946,000
Accrued expenses........................... 11,691,000 10,361,000
Income Taxes Payable....................... 931,000
---------- -----------
Total current liabilities.................... 14,042,000 12,313,000
---------- -----------
Long-term debt............................... 58,000,000
Deferred income taxes........................ 53,000 53,000
Shareholders' equity:
Common stock............................... 145,000 145,000
Capital in excess of par value of stock.... 29,812,000 29,751,000
Retained earnings.......................... 16,080,000 23,196,000
Treasury stock, at cost.................... (5,473,000) (5,473,000)
----------- -----------
Total shareholders' equity 40,564,000 47,619,000
----------- -----------
$ 54,659,000 $117,985,000
=========== ===========
<FN>
See Notes to Consolidated Condensed Financial Statements.
</TABLE>
<PAGE>
QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended March 31,
--------------------------------
1997 1996
---- ----
<S> <C> <C>
Net loss............................................$(6,159,000) $(12,046,000)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation...................................... 1,130,000 10,198,000
Amortization...................................... 315,000 766,000
Provisions for losses on accounts receivable...... (2,000) 469,000
Changes in operating assets and liabilities:
Accounts receivable............................. 2,261,000 2,502,000
Refundable income taxes......................... 3,016,000
Inventories and other current assets............ (1,027,000) (1,083,000)
Accounts payable and accrued expenses........... 1,744,000 615,000
Income taxes payable............................ 931,000 (3,530,000)
Discontinued operations-noncash charges and
working capital changes........................... 19,000 12,242,000
Gain on sale of patent.............................. (347,000)
---------- ----------
Net cash provided by operating activities........... 2,228,000 9,786,000
---------- ----------
Investing activities:
Purchase of property, plant and equipment......... (1,107,000) (22,694,000)
Proceeds from sales of discontinued operations.... 80,283,000 5,981,000
Decrease in funds deposited with
Industrial Development Board.................... 2,323,000
Proceeds from the sale of patent.................. 1,960,000
Other............................................. (488,000) (802,000)
---------- ----------
Net cash provided by (used in) investing activities. 78,688,000 (13,232,000)
---------- ----------
Financing activities:
Payments under revolving credit agreement.........(58,000,000) (500,000)
Payment of semi-annual cash dividend.............. (1,903,000)
(1,805,000)
Proceeds from exercise of stock options........... 61,000 31,000
Proceeds from redemption of certificate
of deposit...................................... 6,000,000
---------- ----------
Net cash provided by (used in) financing activities.(59,842,000) 3,726,000
---------- ----------
Increase in cash and cash equivalents............... 21,074,000 280,000
Cash and cash equivalents at beginning of period.... 1,337,000 2,075,000
---------- ----------
Cash and cash equivalents at end of period..........$22,411,000 $ 2,355,000
========== ==========
<FN>
Note: During the nine months ended March 31, 1997, the Company had net cash
refunds of $3,762,000 for income taxes and paid $2,962,000 for interest. During
the same period last year the Company made cash payments of $1,400,000 for income
taxes and paid $4,014,000 for interest.
<FN>
See Notes to Consolidated Condensed Financial Statements.
</TABLE>
<PAGE>
QUIXOTE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)
1. The interim financial statements are prepared pursuant to the requirements
for reporting on Form 10-Q. The June 30, 1996 balance sheet data was derived
from audited financial statements, adjusted for the reclassification of assets
and liabilities related to the discontinued operations discussed in Note 2
below, but does not include all disclosures required by generally accepted
accounting principles. The interim financial statements and notes thereto
should be read in conjunction with the financial statements and notes included
in the Company's latest annual report on Form 10-K. In the opinion of
management, the interim financial statements reflect all adjustments of a
normal recurring nature necessary for a fair presentation of the results for
interim periods. The current period results of operations are not necessarily
indicative of results which ultimately will be reported for the full fiscal
year ending June 30, 1997.
2. On March 27, 1997, the Company sold substantially all of the assets and
transferred significant operating liabilities of Disc Manufacturing, Inc. (DMI)
to Cinram LTD. for $80.3 million in cash. The transaction excludes DMI's
Huntsville, Alabama land and building as well as certain DMI litigation. The
sale was approved by the Company's shareholders on March 26, 1997. The Company
recorded a loss of $4,507,000 on the sale of DMI which was net of income tax
benefits of $3,004,000. DMI incurred a loss on operations for the third
quarter and nine months ended March 31, 1997 of $3,676,000 and $2,231,000,
respectively, which are net of income tax benefits of $1,576,000 and $957,000,
respectively. The results of operations of DMI and the loss on its disposition
are presented as discontinued operations in the accompanying consolidated
condensed statements of operations. The accompanying consolidated condensed
balance sheets and consolidated condensed statements of operations have been
restated in order to present DMI as a discontinued operation for accounting
purposes. As part of this restatement, interest expense was allocated between
continuing and discontinued operations based upon the net assets of each.
3. During the first quarter of fiscal 1996, the Company discontinued the
operations of Legal Technologies, Inc., which was involved in the development,
manufacture and sale of products and systems for the legal community. The
results of operations of the legal technologies segment and the estimated loss
on its disposition are presented as discontinued operations in the accompanying
consolidated statements of operations in fiscal 1996.
<PAGE>
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 nine months of fiscal 1997 decreased 8% to
$30,559,000 from $33,241,000 in the same period last year due to declines in
sales at Energy Absorption Systems, Inc. (Energy). Sales at Energy declined in
its permanent system product lines (which includes the GREAT -Registered
Trademark- product) as well as in sales of the water-filled Triton Barrier-
Registered Trademark- and in parts sales. The Company believes that some
customers may have postponed their purchases in anticipation of several new
products to be introduced by Energy that qualify under the new federal testing
and evaluation guidelines known as NCHRP 350, coupled with a delay in
certifying one of these new products. Somewhat offsetting these product line
decreases were increases in the Energite -Registered Trademark- and truck
mounted attenuator (TMA) product lines.
The gross profit margin in the current nine month period decreased to 48.1%
from 50.8% in the same period last year. This was due to the lower sales
volume in the current period and increased costs due to the expansion of
Energy's Pell City, Alabama facility.
Selling and administrative expenses in the current nine month period decreased
1% to $11,236,000 from $11,406,000 in the same period last year. A decrease in
expenses in the current period resulting from last year's write-off of the
Company's sewer rehabilitation business was offset by the Company's $600,000
current year incremental investment in its joint venture to market seismic
bridge bearings with FIP Industriale S.p.A. Sales commissions also declined as
a result of the decrease in sales. Corporate level administrative expenses
remained at a level consistent with last year.
Research and development expenses in the current nine month period increased
63% to $1,816,000 compared to $1,115,000 in the same period last year. This
increase is due to expenditures for the development of new products and for the
upgrade of its existing product line in order to meet the revised NCHRP 350
standards and for some special application testing for the newly introduced
QuadGuard -Registered Trademark- permanent system.
Interest income in the current nine month period was $1,000 compared to
$229,000 in the same period last year due to the redemption of the Company's $6
million certificate of deposit posted as injunction security for certain
litigation. The Company replaced this certificate of deposit with a surety
bond backed by a letter of credit in the third quarter of last year. Interest
expense in the current nine month period decreased 63% to $494,000 from
$1,350,000 in the same period last year. This was due to a decrease in average
long-term debt outstanding in the current period compared to the same period
last year. Other expenses in the current nine month period increased to
$385,000 compared to $274,000 in the same period last year.
The Company's effective tax rate decreased in the current nine month period to
25% from 38% in the same period last year due to the anticipated realization of
certain tax benefits in the current year along with the settlement of certain
tax contingencies.
<PAGE>
CURRENT YEAR QUARTER VERSUS PRIOR YEAR QUARTER
- ----------------------------------------------
The Company's sales for the third quarter of fiscal 1997 decreased 6% to
$10,268,000 from $10,953,000 in the same quarter last year due to a decline in
Triton barrier sales. Sales for all other product lines during the quarter
were consistent with the same quarter last year.
The gross profit margin in the current quarter decreased to 46.7% from 52.7% in
the same quarter last year. This was due to the lower sales volume in the
current period and increased costs due to the expansion of Energy's Pell City,
Alabama facility.
Selling and administrative expenses in the current quarter decreased 16% in the
current quarter to $3,505,000 from $4,156,000 in the same quarter last year. A
decrease in expenses in the current period resulting from last year's write-off
of the Company's sewer rehabilitation business was offset by the Company's
$350,000 current year incremental investment in its joint venture to market
seismic bridge bearings with FIP Industriale S.p.A. Sales commissions declined
as a result of the decrease in sales. Administrative expenses at the corporate
level decreased due to a decrease in salaries and related benefits.
Research and development expenses in the current quarter increased 42% to
$768,000 compared to $540,000 in the same quarter last year. This increase in
R&D was due to expenditures for the development of new products as well as for
the upgrade of the Company's existing product line in order to meet the revised
NCHRP 350 standards.
There was no interest income in the current quarter compared to $64,000 in the
same quarter last year due to the Company's redemption of its $6 million
certificate of deposit that was posted as injunction security for certain
litigation. Interest expense in the current quarter decreased 61% to $176,000
from $453,000 in the same quarter last year. This was due to a decrease in
average long-term debt outstanding in the current period compared to the same
period last year. Other expenses in the current quarter were $133,000 compared
to income of $176,000 in the same quarter last year. Other income was earned
last year as a result of a $347,000 gain from the sale of a patent.
As discussed in Note 2 to the Consolidated Condensed Financial Statements, on
March 27, 1997, the Company sold substantially all of the assets and
transferred significant operating liabilities of Disc Manufacturing, Inc. to
Cinram LTD. for $80.3 million in cash. The transaction excludes the
Huntsville, Alabama land and building as well as certain DMI litigation. The
sale was approved by the Company's shareholders. The Company recorded a loss
of $4,507,000 on the sale of DMI which was net of income tax benefits of
$3,004,000. DMI incurred a loss on operations for the third quarter and nine
months ended March 31, 1997 of $3,676,000 and $2,231,000, respectively, which
are net of income tax benefits of $1,576,000 and $957,000, respectively. These
results are presented as discontinued operations in the Company's Consolidated
Condensed Statement of Operations.
The Company used the proceeds of the sale to repay all of its $37.2 million in
bank debt and to redeem all of its 8% Convertible Subordinated Debentures and
pay the related accrued interest. The balance of the proceeds will be used to
pay transaction costs of approximately $2.6 million and to invest in the
highway safety and equipment business and in other opportunities deemed
beneficial to stockholders, including the repurchase of a portion of the
Company's Common Stock outstanding.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company has cash and cash equivalents of $22,411,000 and access to
additional funds of $40,000,000 available under its bank arrangements at March
31, 1997. Operating activities were a source of cash for the Company for the
nine months of fiscal 1997 providing cash of $2,228,000. Excluding the effect
from discontinued operations, the Company's cash generated from operating
activities was $8,947,000.
Cash of $78,688,000 was provided by investing activities during the nine month
period. This was due principally to $80,283,000 in cash received from the sale
of DMI which was completed on March 27, 1997. In addition, the Company made
investments of $1,107,000 in equipment for its highway safety business.
Financing activities used cash of $59,842,000 principally to repay the
Company's bank debt of $40,000,000 and to redeem all of its 8% Convertible
Subordinated Debentures. The Company also used cash to pay semi-annual cash
dividends of $1,903,000.
During the balance of fiscal 1997, the Company anticipates needing less than
$250,000 in cash for capital expenditures. The Company will also use cash to
acquire businesses that complement its existing operations. Also, the Company
will require additional investments in working capital to maintain growth and
will need cash to repurchase its own 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.
ADOPTION OF NEW ACCOUNTING STANDARDS
- ------------------------------------
Effective for periods ending after December 15, 1997, the Company is required
to adopt SFAS 128 (Statement of Financial Accounting Standards No. 128,
"Earnings Per Share"). SFAS 128 requires companies to calculate basic and
diluted earnings per share based upon standards designed to provide consistency
and compatibility with calculations of other countries and with that of the
International Accounting Standards Committee. The Company does not expect
earnings per share upon adoption of this new accounting standard to be
materially different from earnings per share as currently determined.
FORWARD LOOKING STATEMENTS
- --------------------------
Various statements made within the Management's Discussion and Analysis of
Financial Condition and Results of Operations and elsewhere in this Quarterly
Report on Form 10-Q constitute "forward looking statements" for purposes of the
Securities and Exchange Commission'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. Investors are cautioned that all forward
looking statements involve risks and uncertainties, including those detailed in
the Company's filings with the Securities and Exchange Commission. There can
be no assurance that actual results will not differ from the Company's
expectations. Factors which could cause materially different results include,
among others, uncertainties related to the introduction of the Company's
products and services; the successful completion and integration of
acquisitions; and competitive and general economic conditions.
<PAGE>
II
OTHER INFORMATION
ITEM 1. Legal Proceedings
- --------------------------
1. REPETITIVE STRESS INJURY LITIGATION. On March 25, 1997, six of the cases
pending in U.S. District Court for the Eastern District of New York went to
trial on the issue of design defect and warnings. Following a three-week jury
trial, a twelve-person jury unanimously ruled that the Stenograph court
reporting equipment manufactured from 1939-1993 was not negligently designed
and that warnings were not necessary with regard to the use of the equipment.
See the Company's Form 10-K Report for the fiscal year ended June 30, 1996,
item 3, for additional information.
2. RESORT VIDEO V. LASERVIDEO, INC., NO. 74659, California Superior Court,
County of Los Angeles. A new trial on damages is set to begin on August 11,
1997. See the Company's Form 10-K Report for the fiscal year ended June 30,
1996, item 3, for additional information.
3. JEFFREY SMITH V. ENERGY ABSORPTION SYSTEMS INC., NO. GD941220, Court of
Common Pleas of Allegheny County, Pennsylvania. This matter was settled in
March 1997 on terms mutually satisfactory to the parties. See the Company's
Form 10-K Report for the fiscal year ended June 30, 1996, item 3, and Form 10-Q
for the quarter ended December 31, 1996, item 1, for additional information.
4. DISCOVISION ASSOCIATES V. DISC MANUFACTURING, INC., CASE NO. 95-21,
CONSOLIDATED WITH CASE NO. 95-345, U.S. District Court for the District of
Delaware. Plaintiffs have dropped four patents from the case, leaving six
patents in issue. In April 1997, the Judge denied Plaintiffs' motion to
dismiss portions of DMI's antitrust claims and corresponding affirmative
defenses, finding that DMI had sufficiently and properly pled the claims in
issue. See the Company's Form 10-K Report for the fiscal year ended June 30,
1996, item 3, for additional information.
5. MICRO DYNAMICS V. STENOGRAPH CORPORATION, NO. CD-94-1805, U.S. District
Court for the District of Maryland. Neither side appealed the verdict in this
case and this matter is now concluded. See the Company's Form 10-K Report for
the fiscal year ended June 30, 1996, item 3, and Form 10-Q Reports for the
quarters ended September 30 and December 31, 1996, item 1, for additional
information.
6. XEROTEX ET AL. V. INTEGRATED INFORMATION SERVICES, CASE NO. 96 CIV 681,
U.S. District Court for the District of New Jersey. This matter was settled in
March 1997 on terms mutually satisfactory to the parties. See the Company's
Form 10-K Report for the fiscal year ended June 30, 1996, item 3, for
additional information.
<PAGE>
ITEM 2. Changes in Securities
- -----------------------------
None.
ITEM 3. Default upon Senior Securities
- ---------------------------------------
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
A Special Meeting of Stockholders was held on March 26, 1997 to vote upon
the approval of the sale of substantially all of the assets of Disc
Manufacturing, Inc. to Cinram Inc. and Cinram Ltd. The matter was approved as
follows:
For Against Abstain
--------- ------- -------
6,278,852 42,531 31,813
ITEM 5. Other Information
- --------------------------
On May 11, 1997, Leslie J. Jezuit, the Company's President and Chief Operating
Officer, was elected to the Company's Board of Directors to fill the vacancy
created by the resignation of David S. Ruder. Mr. Ruder resigned from the
Board on April 24, 1997 for personal reasons after seven years of service.
ITEM 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) On April 10, 1997, the Company filed a report on Form 8-K dated March 27,
1997, reporting under "Item 2 Acquisition or Disposition of Assets", that the
Company had completed the sale of substantially all of the assets of Disc
Manufacturing, Inc. to Cinram Inc. and Cinram Ltd. The Company received
approximately $80.3 million in cash from the sale which was used to repay all
of its $37.2 million of bank debt, to redeem all of its 8% Convertible
Subordinated Debentures and to pay transaction costs. The Company reported
that the balance would be used to invest in the highway safety and equipment
business or in other opportunities deemed beneficial to stockholders, including
repurchase of a portion of the Company's outstanding common stock. Included in
the Form 8-K filing was the pro forma financial information required pursuant
to Article 11 of regulation S-X in connection with the sale.
The report on Form 8-K also reported under "Item 5 Other Events", the
Company's exercise of its optional redemption rights to redeem on April 30,
1997 all of its 8% Convertible Subordinated Debentures. Also reported was the
amendment of the Company's banking arrangements, including the reduction of its
borrowing availability from $65 million to $40 million.
(b) Exhibits
* Management contract, compensatory plan or agreement
10.(a) *Second Amendment to Employment Agreement dated January 13, 1997
between the Company and Myron R. Shain; Letter Agreement dated January 13,
1997 between the Company and Myron R. Shain.
<PAGE>
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 March 31, 1997 to be signed on its behalf by the undersigned thereunto
duly authorized.
QUIXOTE CORPORATION
DATE: May 15, 1997 /s/ Daniel P. Gorey
-------------- ------------------------------
DANIEL P. GOREY
Chief Financial Officer, Vice
President and Treasurer
(Chief Financial & Accounting
Officer)
<PAGE>
Exhibit 10 (a-1)
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This Second Amendment to Executive Employment Agreement is made and
entered into as of this 13th day of January, 1997, by and between Quixote
Corporation, a Delaware corporation (hereinafter referred to as the "Company"),
and Myron R. Shain of Palos Hills, Illinois (hereinafter referred to as the
"Executive").
RECITALS
WHEREAS, the Company and the Executive have entered into an Executive
Employment Agreement dated as of June 24, 1991 as amended (the "Agreement"),
which provides for certain benefits to the Executive upon a "change of control"
of the Company; and
WHEREAS, the Company and the Executive agree that the change of control
provision of the Agreement might be deemed to include the proposed transactions
contemplated in that Asset Purchase Agreement dated as of December 8, 1996 among
the Company, Disc Manufacturing, Inc., Cinram Ltd. and Cinram Inc.; and
WHEREAS, the Executive and the Company agree that consummation of the
transactions contemplated in said Asset Purchase Agreement is not intended to be
a "change in control" for purposes of the Agreement; and
WHEREAS, the parties desire to modify the Agreement to set forth their
understanding;
NOW, THEREFORE, in consideration of the foregoing, and of the respective
covenants and agreements of the parties contained herein, the parties agree as
follows:
1. Section 6(g)(iii) of the Agreement shall be amended to read as follows:
there shall be consummated (A) any consolidation or merger of the Company
in which the Company is not the continuing or surviving corporation or pursuant
to which shares of the Company's Common Stock would be converted into cash,
securities or other property, other than a merger of the Company in which the
holders of the Company's Common Stock immediately prior to the merger have the
same proportionate ownership of common stock of the surviving corporation
immediately after the merger, or (B) any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company; provided, however, that the
consummation of the transactions contemplated in that Asset Purchase Agreement
dated as of December 8, 1996 by and among the Company, Disc Manufacturing, Inc.,
Cinram Ltd. and Cinram Inc., shall not, in and of itself, constitute a change in
control of the Company within the meaning of this Section 6(g).
<PAGE>
2. The first sentence of Section 8(a) of the Agreement shall be amended
to read as follows:
The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all, or substantially all, of
the business and/or assets of the Company, by agreement in form and substance
satisfactory to the Executive, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place; provided, however,
that the consummation of the transactions contemplated in that Asset Purchase
Agreement dated as of December 8, 1996 by and among the Company, Disc
Manufacturing, Inc., Cinram Ltd. and Cinram Inc. shall not, in and of itself, be
deemed to require compliance with this first sentence of Section 8(a).
3. Except as set forth herein, the Agreement is not in any way amended,
modified or changed.
IN WITNESS WHEREOF, this Second Amendment to Executive Employment
Agreement is executed as of the date above written.
QUIXOTE CORPORATION EXECUTIVE
By:/s/ Leslie J. Jezuit /s/ Myron R. Shain
Its: President Myron R. Shain
<PAGE>
Exhibit 10 (a-2)
January 13, 1997
Myron R. Shain
9723 Hickory Crest
Palos Hills, IL 60465
Dear Myron:
In connection with the proposed sale of the business of Disc
Manufacturing, Inc. (the "Sale"), you and Quixote Corporation ("Quixote")
executed today a Second Amendment to Executive Employment Agreement, and this
letter summarizes our agreement with respect to your request for early
retirement as an employee of Quixote, assuming and specifically conditioned
upon the consummation of the Sale. We have agreed as follows:
1. You will be employed by Quixote through the close of business on
June 30, 1997 on the terms and conditions of your Executive Employment
Agreement dated June 24, 1991, as amended by this letter agreement.
2. For the two years beginning July 1, 1997 and ending June 30, 1999
(the "Consulting Period"), you will be available to provide consulting services
to Quixote on an as-needed basis in connection with various legal, tax and
litigation aspects of Quixote's discontinued operations.
3. During the Consulting Period, Quixote will pay you a consulting
fee equal to your base salary on June 30, 1997, payable semi-monthly. In the
alternative, Quixote is willing to pay you this consulting fee in a lump sum on
June 30, 1997, discounted to present value at a 6% rate. In addition, on June
30, 1997, you will be paid an amount equal to the number of paid vacation days
that you have accrued and are entitled to in 1997 (including any vacation days
carried over from 1996) that you have not taken or used prior to the date of
your retirement. During the Consulting Period, you will be entitled to receive
prompt reimbursement for all reasonable expenses incurred by you (in accordance
with Quixote's policies and procedures for its senior executive officers) in
performing your consulting services for Quixote, provided that you properly
account therefor in accordance with its policies.
<PAGE>
4. During the Consulting Period, Quixote will provide you healthcare
benefits comparable to those provided all other Quixote employees. Quixote
shall offer without cost or charge to you the right to assume ownership and
related premiums of any policies of life insurance, if any, purchased on your
life which are in force upon expiration of the Consulting Period.
5. For each of the twelve-month periods ending June 30, 1998 and
June 30, 1999, Quixote will pay you a $60,000 bonus, payable when other Quixote
employees receive their cash bonuses for the fiscal years ended June 30, 1998
and June 30, 1999, but in no event later than August 31, 1998, and August 31,
1999, respectively.
6. As you know, if the Sale is consummated, all of your outstanding
incentive stock options will immediately vest, and you will have 3 months to
exercise any options upon your retirement.
7. You may continue to use your company-leased automobile, and
Quixote will continue to make lease payments for the term of the lease. When
the lease expires, Quixote will make arrangements with the auto leasing company
to deliver title to that automobile to you.
8. In accordance with your Retirement Award Agreement, Quixote will
deliver to you 4,600 shares of Quixote Common Stock as of June 30, 1997 and
will pay the appropriate cash retirement award, as required by the Retirement
Award Agreement. Thereafter, you shall not be entitled to any additional
shares pursuant to that Retirement Award Agreement, but all restrictions on
your sale or transfer of your
retirement award shares will terminate as of the close of business on June 30,
1997.
9. You and Quixote will cooperate to implement the consummation of
the Sale, to provide the services required pursuant to Quixote's consulting
agreement with Cinram, and to document any necessary arrangements mutually
determined to be needed to implement this agreement.
10. This agreement is intended to be binding on you and Quixote upon
consummation of the Sale. You and Quixote agree that this agreement is
intended to be in lieu of any and all other arrangements and obligations
between the parties, and that, except as provided in paragraph 11 below, the
Executive Employment Agreement dated June 24, 1991 between you and Quixote will
be cancelled and terminated in full upon implementation of these arrangements.
11. You agree that during the period of your employment by Quixote
and the Consulting Period, you will not, without the written consent of
Quixote, disclose to any person other than an employee of Quixote, any
confidential information of Quixote and its subsidiaries which was obtained by
you while in the employ of Quixote or during the Consulting Period, the
disclosure of which will be damaging to Quixote.
<PAGE>
12. Quixote will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all, or substantially all,
of the business and/or assets of Quixote, by agreement in form and substance
satisfactory to you, to expressly assume and agree to perform this agreement in
the same manner and to the same extent that Quixote would be required to
perform it if no such succession had taken place.
If you agree that this letter accurately summarizes our agreement, please
so indicate by signing one copy of this letter and returning it to me.
Sincerely,
/s/ Philip E. Rollhaus, Jr.
Philip E. Rollhaus, Jr.
I agree that this letter accurately states our agreement with respect to
my employment by Quixote Corporation and future retirement plans.
Date:January 13, 1997
/s/ Myron R. Shain
Myron R. Shain
<PAGE>
EXHIBIT 11
QUIXOTE CORPORATION AND SUBSIDIARIES
Computation of Net Earnings Per Average Common
and Common Equivalent Share
<TABLE>
<CAPTION>
For the Nine Months Ended
March 31, 1997
-------------------------
Fully
Primary Diluted
---------- ----------
<S> <C> <C>
Net loss as reported (A) $(6,159,000) $(6,159,000)
=========== ===========
Average common shares outstanding would be
adjusted for the exercise of stock options
as follows:
Weighted average shares outstanding 7,972,175 7,972,175
Incremental shares outstanding assuming
exercise of stock options using the
treasury stock method 52,554 79,439
---------- ----------
Average common and common equivalent shares
outstanding (B) 8,024,729 8,051,614
========== ==========
Net loss per common and common
equivalent share (A/B) $ (.77) $ (.76)
========== ==========
</TABLE>
<PAGE>
EXHIBIT 11
QUIXOTE CORPORATION AND SUBSIDIARIES
Computation of Net Earnings Per Average Common
and Common Equivalent Share
<TABLE>
<CAPTION>
For the Nine Months Ended
March 31, 1996
-------------------------
Fully
Primary Diluted
---------- ----------
<S> <C> <C>
Net loss as reported $(12,046,000) $(12,046,000)
Add interest expense and deferred charge
amortization (net of income taxes) 735,000(1)
----------- -----------
Adjusted net loss for computation (A) $(12,046,000) $(11,311,000)
=========== ===========
Average common shares outstanding would be
adjusted for the additional shares that
would be issued assuming conversion of the
debentures and exercise of stock options
as follows:
Weighted average shares outstanding 7,865,538 7,865,538
Shares assumed issued upon conversion of
debentures 1,051,316
Incremental shares outstanding assuming
exercise of stock options using the
treasury stock method 99,168 99,168
----------- ----------
Average common and common equivalent shares
outstanding (B) 7,964,706 9,016,022
=========== ==========
Net loss per common and common
equivalent share (A/B) $ (1.51) $ (1.25)
=========== ==========
<FN>
Notes:
(1) The net loss for the fully diluted calculation is adjusted for interest expense and
deferred charge amortization, assuming exercise of the conversion privilege on the 8%
convertible debentures.
</TABLE>
<PAGE>
EXHIBIT 11
QUIXOTE CORPORATION AND SUBSIDIARIES
Computation of Net Earnings per Average Common
and Common Equivalent Share
<TABLE>
<CAPTION>
For the Three Months Ended
March 31, 1997
--------------------------
Fully
Primary Diluted
---------- ----------
<S> <C> <C>
Net loss as reported (A) $(7,994,000) $(7,994,000)
=========== ===========
Average common shares outstanding would be
adjusted for the exercise of stock options
as follows:
Weighted average shares outstanding 7,974,612 7,974,612
Incremental shares outstanding assuming
exercise of stock options using the
treasury stock method 52,554 79,439
---------- ----------
Average common and common equivalent shares
outstanding (B) 8,027,166 8,054,051
========== ==========
Net loss per common and common
equivalent shares (A/B) $ (1.00) $ (.99)
========== ==========
</TABLE>
<PAGE>
EXHIBIT 11
QUIXOTE CORPORATION AND SUBSIDIARIES
Computation of Net Earnings Per Average Common
and Common Equivalent Share
<TABLE>
<CAPTION>
For the Three Months Ended
March 31, 1996
--------------------------
Fully
Primary Diluted
---------- ----------
<S> <C> <C>
Net loss as reported $(1,801,000) $(1,801,000)
Add interest expense and deferred charge
amortization (net of income taxes) 245,000 (1)
---------- ----------
Adjusted net loss for computation (A) $(1,801,000) $(1,556,000)
========== ==========
Average common shares outstanding would be
adjusted for the additional shares that
would be issued assuming conversion of the
debentures and exercise of stock options
as follows:
Weighted average shares outstanding 7,870,501 7,870,501
Shares assumed issued upon conversion of
debentures 1,051,316
Incremental shares outstanding assuming
exercise of stock options using the
treasury stock method 99,168 99,168
---------- ----------
Average common and common equivalent shares
outstanding (B) 7,969,669 9,020,985
========== ==========
Net loss per common and common
equivalent shares (A/B) $ (.23) $ (.17)
========== ==========
<FN>
Notes:
(1) The net loss for the fully diluted calculation is adjusted for interest expense and
deferred charge amortization, assuming exercise of the conversion privilege on the 8%
convertible debentures.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> MAR-31-1997
<CASH> 22,411,000
<SECURITIES> 0
<RECEIVABLES> 6,946,000
<ALLOWANCES> 163,000
<INVENTORY> 4,222,000
<CURRENT-ASSETS> 35,237,000
<PP&E> 21,237,000
<DEPRECIATION> 8,147,000
<TOTAL-ASSETS> 54,659,000
<CURRENT-LIABILITIES> 14,042,000
<BONDS> 0
0
0
<COMMON> 145,000
<OTHER-SE> 40,419,000
<TOTAL-LIABILITY-AND-EQUITY> 54,659,000
<SALES> 30,559,000
<TOTAL-REVENUES> 30,559,000
<CGS> 15,857,000
<TOTAL-COSTS> 15,857,000
<OTHER-EXPENSES> 13,052,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 494,000
<INCOME-PRETAX> 772,000
<INCOME-TAX> 193,000
<INCOME-CONTINUING> 579,000
<DISCONTINUED> (6,738,000)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,159,000)
<EPS-PRIMARY> (.77)
<EPS-DILUTED> (.77)
</TABLE>
