<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 December 31, 1999
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: 8,003,314 shares of the
Company's Common Stock ($.01-2/3 par value) were outstanding as of December
31, 1999.
<PAGE>
PART I
FINANCIAL INFORMATION
QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended December 31,
-------------------------------
1999 1998
---- ----
<S> <C> <C>
Net sales .................................. $ 35,531,000 $ 30,865,000
Cost of sales .............................. 19,091,000 17,302,000
------------ ------------
Gross profit ............................... 16,440,000 13,563,000
------------ ------------
Operating expenses:
Selling & administrative ................. 10,597,000 8,581,000
Research & development ................... 668,000 730,000
------------ ------------
11,265,000 9,311,000
Operating profit ........................... 5,175,000 4,252,000
------------ ------------
Other income (expense):
Interest income .......................... 15,000 66,000
Interest expense ......................... (392,000) (380,000)
Other .................................... 15,000
------------ ------------
(362,000) (314,000)
------------ ------------
Earnings before income taxes ............... 4,813,000 3,938,000
Provision for income taxes ................. 1,829,000 1,378,000
------------ ------------
Net earnings ............................... $ 2,984,000 $ 2,560,000
============ ============
Net earnings per share:
Basic..................................... $ .37 $ .32
============ ============
Diluted................................... $ .36 $ .31
============ ============
Weighted average common shares outstanding:
Basic..................................... 8,050,539 7,934,780
============ ============
Diluted................................... 8,350,155 8,215,303
============ ============
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended December 31,
-------------------------------
1999 1998
---- ----
<S> <C> <C>
Net sales .................................. $ 16,228,000 $ 14,802,000
Cost of sales .............................. 9,061,000 8,475,000
------------ ------------
Gross profit ............................... 7,167,000 6,327,000
Operating expenses:
Selling & administrative ................. 5,064,000 4,293,000
Research & development ................... 341,000 437,000
------------ ------------
5,405,000 4,730,000
Operating profit ........................... 1,762,000 1,597,000
------------ ------------
Other income (expense):
Interest income .......................... 7,000 27,000
Interest expense ....................... ... (184,000) (212,000)
Other..................................... 41,000
------------ ------------
(136,000) (185,000)
------------ -----------
Earnings before income taxes .............. 1,626,000 1,412,000
Provision for income taxes ................ 554,000 494,000
------------ ------------
Net earnings .............................. $ 1,072,000 $ 918,000
============ ============
Net earnings per share:
Basic..................................... $ .13 $ .11
============ ============
Diluted................................... $ .13 $ .11
============ ============
Weighted average common shares outstanding:
Basic..................................... 8,017,497 7,948,870
============ ============
Diluted................................... 8,326,588 8,198,459
============ ============
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31, June 30,
-------------------------------
1999 1999
ASSETS
- --------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents ...................... $ 677,000 $ 2,153,000
Accounts receivable, net of allowances
for doubtful accounts of $463,000 at
December 31 and $480,000 at June 30 ......... 13,795,000 17,078,000
Inventories:
Raw materials ................................ 3,836,000 3,069,000
Work in process .............................. 1,581,000 1,527,000
Finished goods ............................... 2,642,000 3,941,000
----------- -----------
8,059,000 8,537,000
----------- -----------
Deferred income tax assets .................... 2,491,000 2,491,000
Other current assets .......................... 584,000 538,000
----------- ----------
Total current assets ............................ 25,606,000 30,797,000
----------- -----------
Property, plant and equipment, at cost .......... 27,157,000 26,794,000
Less accumulated depreciation ................... (11,953,000) (11,195,000)
----------- -----------
15,204,000 15,599,000
----------- -----------
Intangible assets, net.......................... 23,619,000 24,038,000
Other assets.................................... 1,386,000 1,340,000
----------- -----------
$65,815,000 $71,774,000
=========== ===========
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31, June 30,
----------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY 1999 1999
- ----------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Current liabilities:
Current portion of long-term debt ................ $ 722,000 $ 722,000
Accounts payable ................................. 1,366,000 3,300,000
Dividends payable ................................ 1,120,000 1,128,000
Accrued expenses ................................. 3,214,000 4,693,000
Income tax payable................................ 1,235,000 691,000
Liabilities of discontinued operations ........... 797,000 1,684,000
----------- -----------
Total current liabilities .......................... 8,454,000 12,218,000
----------- -----------
Long-term debt, net of current portion.............. 9,480,000 11,901,000
Deferred income tax liabilities .................... 1,449,000 1,449,000
Liabilities of discontinued operations.............. 224,000 224,000
----------- -----------
11,153,000 13,574,000
----------- -----------
Shareholders' equity:
Preferred stock, no par value; authorized 100,000
shares; none issued.............................
Common stock, par value $.01-2/3; authorized
15,000,000 shares; issued 9,183,734 shares at
December 31 and 9,183,734 shares at June 30..... 153,000 151,000
Capital in excess of par value of common stock ... 33,466,000 32,929,000
Retained earnings ................................ 22,748,000 20,884,000
Treasury stock, at cost, 1,180,420 shares at
December 31 and 1,032,420 shares at June 30..... (10,159,000) (7,982,000)
----------- -----------
Total shareholders' equity ......................... 46,208,000 45,982,000
----------- -----------
$65,815,000 $71,774,000
=========== ===========
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended December 31,
-----------------------------
1999 1998
---- ----
<S> <C> <C>
Operating activities:
Net earnings ................................... $ 2,984,000 $ 2,560,000
Adjustments to reconcile net earnings to net cash
provided by operating activities of continuing
operations:
Depreciation ................................. 1,111,000 866,000
Amortization.................................. 910,000 709,000
Provisions for losses on accounts receivable.. (17,000) (94,000)
Changes in operating assets and liabilities:
Accounts receivable ........................ 3,300,000 2,897,000
Refundable income taxes .................... 1,132,000
Inventories and other current assets........ 402,000 (2,166,000)
Accounts payable and accrued expenses ...... (3,590,000) (1,270,000)
Income taxes payable ....................... 544,000 616,000
----------- -----------
Net cash provided by operating activities of
continuing operations........................... 5,644,000 5,250,000
Net cash used in discontinued operations.......... (887,000) (4,760,000)
----------- -----------
Net cash provided by operating activities 4,757,000 490,000
----------- -----------
Investing activities:
Purchase of property, plant and equipment ...... (716,000) (1,109,000)
Investment in Transportation Management
Technologies, L.L.C. joint venture ........... (250,000) (250,000)
Cash paid for acquired business (net of cash on
books)........................................ (13,040,000)
Other .......................................... (80,000) (50,000)
----------- -----------
Net cash used in investing activities ............ (1,046,000) (14,449,000)
----------- -----------
Financing activities:
Borrowing on revolving line of credit........... 1,000,000 14,000,000
Payments on revolving line of credit............ (3,000,000)
Payments on notes payable....................... (421,000) (537,000)
Payment of semi-annual cash dividend ........... (1,128,000) (1,021,000)
Proceeds from exercise of common stock options.. 539,000 342,000
Repurchase of common stock for the treasury..... (2,177,000)
----------- -----------
Net cash provided by(used in)financing activities (5,187,000) 12,784,000
----------- -----------
Decrease in cash and cash equivalents ............ (1,476,000) (1,175,000)
Cash and cash equivalents at beginning of period.. 2,153,000 3,927,000
----------- -----------
Cash and cash equivalents at end of period ....... $ 677,000 $ 2,752,000
=========== ===========
<FN>
Note: During the six months ended December 31, 1999, the Company paid $1,335,000
for income taxes and paid $394,000 for interest. During the same period last year
the Company paid $370,000 for income taxes and paid $374,000 for interest.
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
QUIXOTE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
1. The accompanying unaudited consolidated financial statements present
information in accordance with generally accepted accounting principles for
interim financial information and applicable rules of Regulation S-X.
Accordingly, they do not include all information or footnotes required by
generally accepted accounting principles for complete financial statements.
The June 30, 1999 consolidated balance sheet as presented was derived from
audited financial statements. The interim financial statements and notes
should be read in conjunction with the consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the
year ended June 30, 1999. Management believes the financial statements
include all normal recurring adjustments necessary for a fair presentation of
the results for the interim periods presented.
2. The provision for income taxes is based upon the estimated effective
income tax rate for the year.
3. Operating results for the first six months of fiscal 2000 are not
necessarily indicative of the performance for the entire year. The Company's
business is historically seasonal with a higher level of sales in the
Company's first and fourth fiscal quarters.
4. The computation of basic and diluted earnings per share, as prescribed by
FASB No. 128, is as follows:
Three Months Ended Six Months Ended
December 31, December 31,
1999 1998 1999 1998
---- ---- ---- ----
Net earnings per share of
common stock:
Basic ...................... $ .13 $ .11 $ .37 $ .32
Diluted .................... $ .13 $ .11 $ .36 $ .31
Numerator:
- ----------
Net earnings available to
common shareholders-basic
and diluted: ............... $ 1,072,000 $ 918,000 $2,984,000 $2,560,000
=========== ========== ========== ==========
Denominator:
- ------------
Weighted average shares
outstanding-basic: ........... 8,017,497 7,948,870 8,050,539 7,934,780
Effect of dilutive securities:
Stock options ................ 309,091 249,589 299,616 280,523
---------- ---------- ---------- ----------
Weighted average shares
outstanding-diluted: ......... 8,326,588 8,198,459 8,350,155 8,215,303
========== ========== ========== ==========
Options to purchase 60,000 shares of common stock at $21 per share were
outstanding during the first six months of both fiscal 2000 and fiscal 1999 and
were not included in the computation of diluted earnings per share because the
options' exercise price was greater than the average market price of the common
shares or anti-dilutive.
<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 six months of fiscal 2000 increased 15% to
$35,531,000 from $30,865,000 in the first six months of fiscal 1999 due to
internal sales growth as well as growth from one acquisition the Company
completed during fiscal 1999. Internal sales increased primarily due to demand
for the Company's permanent crash cushion products. Sales of Energy Absorption
Systems, Inc. and its subsidiaries' permanent line of crash cushion products
increased 15% primarily due to strong unit sales of its QuadGuard -registered
trademark- family of crash cushions and the REACT 350( crash cushion. Sales of
parts, the Triton Barrier -registered trademark-, the Energite -registered
trademark- barrel product line, glare screen products, and highway delineators
also increased during the first six months. Energy Absorption and its
subsidiaries' sales increase was offset in part by a decrease in its
truck-mounted attenuator ("TMA") product line sales as well as sales of the
Fitch -registered trademark- barrel product line and of custom-molded products.
Nu-Metrics, Inc., acquired in December 1998, contributed sales of $3,292,000
for the first six months of fiscal 2000 compared to $487,000 of sales for the
one month as part of the Company last year. Sales of Highway Information
Systems, Inc.'s ("HIS") highway advisory radio systems increased 5% to
$1,315,000 for the first six months of fiscal 2000 from $1,256,000 for the
first six months of fiscal 1999.
The gross profit margin in the first six months of the current year increased
to 46.3% from 43.9% in the first six months of fiscal 1999. This was due
principally to a change in sales mix at Energy Absorption and its subsidiaries
related to increased sales of the higher margin QuadGuard -registered
trademark- family of products along with decreased sales of the lower margin
TMA product line. Offsetting the increase in part was the effect of the
increase in sales of the lower margin REACT 350 -registered trademark-. Energy
Absorption and its subsidiaries continue to benefit from lower vendor costs
obtained for certain products along with price increases that occurred on
selected products. Nu-Metrics, Inc. contributed to the increase in gross margin
as its gross margin is higher than the Company's historical gross margin.
Offsetting this somewhat, the gross profit margin on sales at HIS decreased
during the first six months of the current year due to a change in product mix.
Selling and administrative expenses in the first six months of the current year
increased 23% to $10,597,000 from $8,581,000 in the first six months last year.
This was due principally to the December 1998 acquisition of Nu-Metrics, Inc.
which added $968,000 in selling and administrative expenses compared to the
prior year. Energy Absorption and its subsidiaries had a $712,000 increase in
selling and administrative expenses primarily related to the increased level of
their sales. Corporate level administrative expenses increased $353,000
primarily as a result of increased international acquisition and development
efforts as well as increased insurance expense and certain employee benefits.
Research and development expenses in the first six months of the current year
decreased 8% to $668,000 compared to $730,000 in the first six months last
year. This was due to a considerable amount of testing in the prior year of a
wider version of the REACT 350 -registered trademark- crash cushion. During
the first six months of fiscal 2000, the Company made expenditures for the
development of products relating to the Safe-Stop -trademark- TMA and for
European qualifying tests of certain QuadGuard -registered trademark- crash
cushion products. The Company continued with its development and testing of a
snowplowable road marker and a reflective pavement marker for warm weather
climates. The Company also had ongoing expenses related to the development of
an anti-icing system for bridges, new broadband wireless sensors and other
developmental projects.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Interest income in the first six months of the current year was $15,000
compared to $66,000 in the first six months last year. Interest income
declined as a result of a decline in the Company's cash balance from $2,752,000
at December 31, 1998 to $677,000 at December 31, 1999. Interest expense in the
first six months of the current year was $392,000 compared to $380,000 in the
first six months last year. The increase in interest expense related to an
increase in average debt outstanding as a result of debt incurred in connection
with the acquisition of Nu-Metrics, Inc. in December 1998. Other income in the
first six months of fiscal 2000 was $15,000 primarily due to royalty income
earned by Nu-Metrics, Inc. offset by the equity loss on the investment in the
joint venture, Transportation Management Technologies, L.L.C. ("TMT").
The Company's effective income tax rate for the first six months of fiscal 2000
was 38% compared to an effective income tax rate of 35% in the same period last
year due to last year's greater realization of certain tax benefits. The
Company believes its effective income tax rate for the current year will be
approximately 38%.
CURRENT YEAR QUARTER VERSUS PRIOR YEAR QUARTER
- ----------------------------------------------
The Company's sales for the second quarter of fiscal 2000 increased 10% to
$16,228,000 from $14,802,000 in the second quarter of fiscal 1999 due to
internal sales growth as well as growth from one acquisition the Company
completed during fiscal 1999. Internal sales increased primarily from demand
for the Company's permanent crash cushion products. Energy Absorption Systems,
Inc. and its subsidiaries' sales increased 3% primarily due to stronger sales
of its QuadGuard
- -registered trademark- family of crash cushions and the REACT 350 -registered
trademark- crash cushion. Sales of parts, the Triton Barrier -registered
trademark-, and the Energite -registered trademark- and Fitch -registered
trademark- barrel product lines also increased during the quarter. Energy
Absorption and its subsidiaries' sales increase was offset in part by a
decrease in its TMA product line sales as well as sales of custom-molded and
glare screen products. Nu-Metrics, Inc., acquired in December 1998,
contributed sales of $1,531,000 for the second quarter of fiscal 2000 compared
to $487,000 of sales for the one month as part of the Company last year. Sales
of HIS' highway advisory radio systems decreased 13% to $573,000 for the second
quarter of fiscal 2000 from $660,000 for the first six months of fiscal 1999.
The gross profit margin in the second quarter of the current year increased to
44.2% from 42.7% in the second quarter of fiscal 1999. This was due
principally to a change in sales mix at Energy Absorption and its subsidiaries
related to increased sales of the higher margin QuadGuard -registered
trademark- family of products along with decreased sales of the lower margin
TMA product line in the current second quarter. Offsetting the increase in
part was the increase in sales of the lower margin REACT 350 -registered
trademark-. Energy Absorption and its subsidiaries continue to benefit from
lower vendor costs obtained for certain products along with price increases
that occurred on selected products. Nu-Metrics, Inc. contributed to the
increase in gross margin as its gross margin is higher than the Company's
historical gross margin. Offsetting this somewhat, the gross profit margin on
sales at HIS decreased during the second quarter of the current year due to a
change in product mix and lower sales volume.
Selling and administrative expenses in the second quarter of the current year
increased 18% to $5,064,000 from $4,293,000 in the same period last year. This
was due principally to the December 1998 acquisition of Nu-Metrics, Inc. which
added a net increase of $412,000 in selling and administrative expenses
compared to the prior year. Energy Absorption and its subsidiaries had a
$267,000 increase in selling and administrative expenses primarily related to
the increased level of their sales. Corporate level administrative expenses
increased $110,000 primarily as a result of increased international acquisition
and development efforts as well as increased insurance expense and certain
employee benefits.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Research and development expenses in the second quarter of the current year
decreased 22% to $341,000 compared to $437,000 in the second quarter last year.
This was due to a considerable amount of testing in the prior year of a wider
version of the REACT 350 -registered trademark- crash cushion. During the
second quarter of the current year, the Company continued with the development
of a reflective pavement marker for warm weather climates and testing of a
snowplowable road marker. The Company also incurred costs related to the
development of an anti-icing system for bridges, new broadband wireless sensors
and other developmental projects.
Interest income in the second quarter of the current year was $7,000 compared
to $27,000 in the second quarter last year. Interest income declined as a
result of a decline in the Company's cash balance from $2,752,000 at December
31, 1998 to $677,000 at December 31, 1999. Interest expense in the second
quarter of fiscal 2000 was $184,000 compared to $212,000 in the second quarter
of fiscal 1999. The decrease in interest expense is related to the higher
level of long-term debt outstanding in the second quarter of fiscal 1999 in
connection with the acquisition of Nu-Metrics, Inc. Other income in the second
quarter of fiscal 2000 was $41,000 primarily due to royalty income earned by
Nu-Metrics, Inc. offset by the equity loss on the investment in TMT.
The Company's effective income tax rate for the second quarter of fiscal 2000
was 34% compared to an effective income tax rate of 35% in the same period last
year. During the second quarter of the current year, the Company revised its
effective income tax rate for fiscal 2000 to 38% from 40% due to its ability to
utilize certain state net operating loss carryforwards. The Company believes
its effective income tax rate for the current year will be approximately 38%.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company had cash and cash equivalents of $677,000 and access to additional
funds of $34,000,000 under its bank arrangements as of December 31, 1999.
Continuing operating activities were a source of cash for the Company for the
first six months of fiscal 2000 providing $5,644,000. Discontinued operations,
however, used cash of $887,000 primarily for lease commitments as well as
accounting and legal expenses. This resulted in net cash provided from
operating activities of $4,757,000.
Investing activities used cash of $1,046,000 during the first six months of
fiscal 2000 including $716,000 for the purchase of equipment and $250,000 for
the Company's investment in TMT.
Financing activities used cash of $5,187,000 during the first six months of the
current year. The payment of the Company's semi-annual cash dividend used cash
of $1,128,000. The Company also reduced its outstanding revolving credit
facility by $3,000,000 offset by borrowings of $1,000,000. In addition, the
Company used cash of $421,000 for the payment of notes payable due in
connection with the acquisitions of Roadway Safety Service, Inc. and
Nu-Metrics, Inc. and paid $2,177,000 to purchase its own common stock for the
treasury. Offsetting these cash payments somewhat, the Company received cash of
$539,000 for the exercise of common stock options.
For fiscal 2000, the Company anticipates needing less than $2,000,000 in cash
for capital expenditures. The Company may also need additional cash as it
considers acquiring businesses that complement its existing operations. Also,
the Company will require additional investments in working capital to maintain
growth. The Company may also need additional funds to repurchase its own common
stock from time to time. These expenditures will be financed either through
the Company's invested cash, cash generated from its operations or from
borrowings available under the Company's revolving credit facility. The
Company believes its existing cash, cash generated from operations and funds
available under its existing credit facility are sufficient for all planned
operating and capital requirements.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
YEAR 2000
- ---------
The Company to date has not encountered any significant Year 2000 ("Y2K")
issues with its computer hardware, software, non-information technology systems
or relevant third parties. Although the Company and its relevant third parties
do not appear to have suffered any significant Y2K issues or related
disruptions as a result of the roll over from 1999 to 2000, it is possible that
certain Y2K issues may exist but have not yet materialized. While the Company
believes that any future Y2K issues are of a much lower risk, there can be no
assurance that these issues will not have a material effect on the Company's
operations.
The monitoring of hardware, software, and relevant third parties is ongoing and
contingency plans are in place if problems should arise. The Company has not
incurred any material costs related to Y2K issues in the three and six month
periods ended December 31, 1999. Any future costs are expected to be
immaterial to the Company's results of operations, liquidity and capital
resources, although if they were to occur, they would be expensed as incurred
and funded by operating cash flows.
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; continued funding from federal highway legislation; and
competitive and general economic conditions.
<PAGE>
PART II - OTHER INFORMATION
There is no information required to be reported under any items except as
indicated below:
ITEM 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
The Company's Annual Meeting of Shareholders was held on November 23,
1999. The matters voted on at the Annual Meeting were as follows:
(i) The election of Philip E. Rollhaus, Jr. and Leslie J. Jezuit to serve as
directors.
(ii) The approval of the amendment to the Company's 1993 Long-Term Stock
Ownership Incentive Plan.
(iii) The approval of the amendment to the Company's 1991 Director Stock
Option Plan.
(iv) The approval of PricewaterhouseCoopers LLP as independent auditors for the
Company.
Messrs. Rollhaus and Jezuit were elected and all other matters were approved as
a result of the following shareholder votes:
ABSTAIN OR NO
FOR AGAINST WITHHELD VOTE
=== ======= ========== ====
ELECTION OF DIRECTORS
Philip E. Rollhaus, Jr. 6,847,754 502,313
Leslie J. Jezuit 6,850,310 499,757
APPROVAL OF AMENDMENT OF
1993 LONG-TERM STOCK
OWNERSHIP INCENTIVE PLAN 5,862,550 1,435,928 51,589
APPROVAL OF AMENDMENT OF
1991 DIRECTOR STOCK
OPTION PLAN 5,657,760 1,642,295 50,012
APPROVAL OF
PRICEWATERHOUSECOOPERS LLP 7,308,227 19,295 22,545
ITEM 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits
Exhibit 27.
(b) Reports on Form 8-K.
None
<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 December 31, 1999 to be signed on its behalf by the undersigned thereunto
duly authorized.
QUIXOTE CORPORATION
DATED: February 11, 2000 /s/ Daniel P. Gorey
----------------- -------------------
DANIEL P. GOREY
Chief Financial Officer,
Vice President and Treasurer
(Chief Financial & Accounting
Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> DEC-31-1999
<CASH> 677,000
<SECURITIES> 0
<RECEIVABLES> 14,258,000
<ALLOWANCES> 463,000
<INVENTORY> 8,059,000
<CURRENT-ASSETS> 25,606,000
<PP&E> 27,157,000
<DEPRECIATION> 11,953,000
<TOTAL-ASSETS> 65,815,000
<CURRENT-LIABILITIES> 8,454,000
<BONDS> 9,480,000
0
0
<COMMON> 153,000
<OTHER-SE> 46,055,000
<TOTAL-LIABILITY-AND-EQUITY> 65,815,000
<SALES> 35,531,000
<TOTAL-REVENUES> 35,531,000
<CGS> 19,091,000
<TOTAL-COSTS> 19,091,000
<OTHER-EXPENSES> 11,265,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 392,000
<INCOME-PRETAX> 4,813,000
<INCOME-TAX> 1,829,000
<INCOME-CONTINUING> 2,984,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,984,000
<EPS-BASIC> .37
<EPS-DILUTED> .36
</TABLE>
